SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreement") is made and entered into

between Jackson State University and any and all of its past, present and future officers,

directors, agents, servants, employees, insurers, reinsurers, affiliates, assigns, attorneys,

trustees, and any and all persons or entities acting through, on behalf of, or in concert with

any of the them (hereinafter referred to as "JSU") and (2) Summitt Management Corporation

(hereinafter referred to as "SMC" or "Plaintiff"). The terms "JSU," "affiliates," and later

"Releasees" do not include the Southwestern Athletic Conference ("SWAC") or any of SWAC's

past, present, and future officers, directors, agents, servants, employees, insurers, reinsurers,

assigns, attorneys, or trustees.

WHEREAS, JSU and SMC entered the Southern Heritage Classic Agreement on or about

September 10, 2019 (the "SHC AGREEMENT"); and

WHEREAS, SMC has filed an action entitled Summitt Management Company v. Jackson

State University, et al, Case No. CH-22-0352 in the Chancery Court of Shelby County,

Tennessee (the "Complaint") against JSU, the Mississippi State Institutions of Higher Learning

("IHL"), and J. Walt Starr in his official capacity as President of the Board of Trustees ("Starr")

(collectively the "University Defendants"), relating among other things, to SMC's claims that

JSU violated the SHC Agreement and seeking damages, specific performance, and other relief;

and

WHEREAS, JSU denies the allegations contained in the Complaint and denies that SMC

is legally entitled to any relief from the University Defendants; and

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 WHEREAS, SMC and JSU nevertheless wish to provide for the full and final resolution of

any and all claims that may exist between or among them, and to fully and finally settle all

disputes Plaintiff may have against JSU, without an admission of any kind by either party; and

Now, therefore, be it resolved that in consideration of the mutual promises and

agreements set forth in the Agreement, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, and to avoid unnecessary

litigation, it is agreed by and between the parties as follows:

I. FINAL SETTLEMENT AND DISMISSAL OF THE COMPLAINTS.

Plaintiff agrees to cause its attorney(s) to execute a Stipulation of Dismissal With

Prejudice or Agreed Order of Dismissal With Prejudice, depending upon the requirement of

the Court in which the action is filed, dismissing forever all claims against the University

Defendants alleged in the Complaint (or amendments thereto) pending in the Chancery Court

of Shelby County, Tennessee, bearing the style referenced above,

The parties will be responsible for their own costs, expenses and attorneys' fees

related in any way to this matter. The damages settled herein include all damages claimed

herein and do include damages and injuries based upon compensatory damages that were

incurred on account of either emotional injuries and distress and/or personal physical injuries,

physical sickness, and the like.

The parties agree that the SHC Agreement shall terminate following completion of

performance and payment obligations by Plaintiff and JSU relating to the 2022 Southern

Heritage Classic. JSU shall have no obligation to perform under the SHC Agreement in 2023

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and/or 2024. The parties' obligations for the 2022 Southern Heritage Classic shall be governed

by the SHC Agreement.

II. CONSIDERATION.

A. In exchange for SMC's agreement to the terms and conditions of this

Agreement and its execution of the waiver and release of claims contained herein, JSU agrees

to pay to SMC the sum of Eight Hundred Thousand Dollars and No/100s ($800,000.00) by or

before October 31, 2022.

III. RELEASE

A. As a material inducement to JSU to enter this Agreement, and in consideration

of JSU's promise to provide the consideration set forth in this Agreement, SMC hereby

releases and forever discharges JSU, the Board of Trustees of the Mississippi State Institutions

of Higher Learning ("IHL Board of Trustees"), as well as all of their past, present, and future

officers, directors, agents, servants, employees, insurers, reinsurers, affiliates, assigns,

attorneys, trustees (including the individual members of the IHL Board of Trustees), and any

and all persons or entities acting through, or on behalf of, or in concert with any of them

(collectively, the "Releasees") from any federal, state, local, or administrative charges, claims,

demands, actions, liabilities, suits, or causes of action at law or equity or otherwise, and any

or all rights to or claims for specific performance, attorneys' fees or damages (including

contract, compensatory, punitive, liquidated or derivative damages) or equitable relief, which

SMC may now have as of the date of this Agreement, or which its owners, executors or assigns

can or shall have, whether known or unknown, on account of or arising out of the allegations

in SMC's Complaint, or allegations related derivatively or directly thereto. SMC specifically

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waives the benefit of any statute or rule of law, which, if applied to this Agreement, would

otherwise exclude from its binding effect any claims not now known by SMC to exist,

B. SMC understands that: SMC is releasing all claims it may have against the

Releasees, including without limitation, potentially unknown claims; SMC has limited

knowledge with respect to some of the claims being released; and there is a risk that after

signing this Agreement SMC may learn information that might have affected its decision to

enter this Agreement. SMC assumes this risk and all other risks of any mistake in entering this

Agreement. SMC understands and agrees that the Releasees have not provided any legal or

other advice to SMC with respect to any matter, including but not limited to the Complaints or

this Agreement. SMC has consulted with an attorney of its own choosing before signing this

Agreement and has not relied upon any statements or representations of the Releasees or

their agents, servants, or employees.

C. As a material inducement to SMC to enter this Agreement, and as part of the

consideration set forth in this Agreement, JSU hereby releases and forever discharges SMC, as

well as all of SMC's past, present, and future officers, directors, agents, servants, employees,

insurers, reinsurers, affiliates, assigns, attorneys, trustees, and any and all persons or entities

acting through, or on behalf of, or in concert with any of them (collectively, the "SMC

Releasees") from any federal, state, local, or administrative charges, claims, demands, actions,

liabilities, suits, or causes of action at law or equity or otherwise, and any or all rights to or

claims for specific performance, attorneys' fees or damages (including contract,

compensatory, punitive, liquidated or derivative damages) or equitable relief, of which JSU

has knowledge as of the date of this Agreement.

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D. JSU understands and agrees that the SMC Releasees have not provided any legal or

other advice to JSU with respect to any matter, including but not limited to the Complaint or

this Agreement. JSU has consulted with an attorney of its own choosing before signing this

Agreement and has not relied upon any statements or representations of the SMC Releasees

or their agents, servants, or employees.

IV. SETTLEMENT AND WAIVER OF ALL CLAIMS.

SMC agrees that it is settling and waiving any right to sue or bring any action, whether

federal, state, local, judicial, or administrative, now or at any future time, against the

Releasees or any of the Releasees' affiliates, agents, directors, officers, owners, trustees,

shareholders or employees, with respect to any claim released above. SMC hereby warrants

and represents that it does not have any claims or causes of action against the Releasees, or

any of them, that it has not already asserted against any of them or which are not released in

Section III. SMC and its attorney(s) acknowledge that this warranty and representation is a

material inducement to JSU in entering in the Settlement Agreement.

JSU agrees that it is settling and waiving any right to sue or bring any action, whether

federal, state, local, judicial, or administrative, now or at any future time, against the SMC

Releasees or any of the SMC Releasees' affiliates, agents, directors, officers, owners, trustees,

shareholders or employees, with respect to any claim released above.

V. MISCELLANEOUS PROVISIONS

A. Confidentiality and Non-disparagement. From the Effective Date of this

Agreement, the parties shall keep confidential the facts and circumstances surrounding the

resolution of this matter, including but not limited to the negotiations, terms, conditions, and

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covenants of this Agreement (the "Confidential Information") and no party shall disclose or

cause to be disclosed the Confidential Information except:

i. To their respective accountants, financial professionals, and attorneys

reasonably deemed necessary by each respective party for purposes of making business or tax

decisions; or

ii. Where any of the parties determines that it is required by law to produce such

information, including but not limited to, in response to a request under the Mississippi Public

Records Act; or

iii. In a mutually agreeable joint written statement, to which each party agrees in

writing, such statement to be neutral regarding fault.

Neither party shall disparage the other party regarding the SHC Agreement or this

Agreement.

B. Attorney Consultation, Knowing and Voluntary Execution. SMC represents

that Mr. Fred Jones, President of SMC, is competent to sign this Agreement and has the

authority to do so. SMC acknowledges and agrees that Mr. Jones has reviewed the

information about the settlement offer described above and that he has been given adequate

time to consider this Agreement. SMC specifically acknowledges and agrees that by virtue of

being presented with this Agreement, it has been advised in writing to consult with legal

counsel prior to executing this Agreement, and has done so. SMC further acknowledges that

Mr. Jones has read and understands the terms of this Agreement and has knowingly and

voluntarily accepted these terms for the purpose of making a full and final compromise,

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settlement and adjustment of any and all claims, disputed or otherwise, and that the payment

and consideration SMC is receiving is in exchange for signing this Agreement.

JSU represents that Mr. Thomas K. Hudson, President of JSU, is competent to sign this

Agreement and has the authority to do so. JSU acknowledges and agrees that Mr. Hudson has

reviewed the information about the settlement offer described above and that he has been

given adequate time to consider this Agreement. JSU specifically acknowledges and agrees

that by virtue of being presented with this Agreement, it has been advised in writing to

consult with legal counsel prior to executing this Agreement, and has done so. JSU further

acknowledges that Mr. Hudson has read and understands the terms of this Agreement and

has knowingly and voluntarily accepted these terms for the purpose of making a full and final

compromise, settlement and adjustment of any and all claims, disputed or otherwise, and that

the consideration JSU is receiving is in exchange for signing this Agreement.

C. Taxes. SMC acknowledges that no taxes and/or tariffs are being withheld from

the consideration enumerated in Section II above and expressly agrees that all taxes and

tariffs required by law relating to the same are SMC's sole responsibility. In the event that

SMC should fail to pay any tax or tariff required by law, SMC specifically agrees that it shall

indemnify and hold harmless the Releasees from any cost, fee or other amount, including

attorney fees and legal costs, should Releasees or any of them be called upon to pay such tax

or tariff.

D. Responsibility for Payment of Liens, Claims, and Encumbrances, and

Indemnification. SMC represents and warrants that no liens, claims, and/or encumbrances

exist which were caused or put in place by SMC or any of its agents arising from or related to

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SMC's claims and allege injuries in the case. To any extent such liens, claims, and/or

encumbrances do exist, SMC is responsible for payment of any such liens, claims, and

encumbrances and shall hold harmless and indemnify Releasees for, from, and against any

and all such liens, claims, and encumbrances.

E. Non-Assignment of Claims. Each party represents and warrants that it has not

sold, assigned, transferred, conveyed or otherwise disposed of to any third-party, by

operation of law or otherwise, any action, cause of action, suit, debt, obligation, account,

contract, agreement, covenant, guarantee, controversy, judgment, damage, claim,

counterclaim, liability or demand of any nature whatsoever relating to any matter covered by

this Agreement.

F. Successors. This Agreement shall be binding upon, enforceable by, and inure

to the benefit of each party's personal or legal representatives, executors, administrators,

successors, heirs, distributees, devisees and legatees, and releasees and any successor

company, but neither this Agreement nor any rights or payments arising hereunder may be

assigned, pledged, transferred or hypothecated by either party.

G. Controlling Law and Venue. The validity of this Agreement and any of its

provisions and conditions, as well as the rights and duties of the parties, shall be interpreted

and construed pursuant to and in accordance with the internal laws, and not the law of

conflicts, of the State of Mississippi, and any claim or lawsuit related to this Agreement shall

be brought in a Court of competent jurisdiction in Hinds County, Mississippi.

H. Amendment. Any amendment to this Agreement shall only be made in writing

and signed by the parties.

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 I. Non-Admission. This Agreement and compliance with this Agreement shall not

be construed as an admission by JSU of any liability or wrongdoing whatsoever or of the truth

of any of the allegations of Plaintiff's Complaint, lawsuits, or as an admission by JSU of any

violation of SMC's rights or the rights of any other person or entity, or as an admission by JSU

of any violation of any order, law, statute, duty or contract whatsoever as to SMC or any other

person or entity. JSU specifically disclaims any liability to SMC or any other person or entity for

any reason, including any alleged violation of the SMC Agreement or for any alleged violation

of any order, law, statute, duty or contract by the JSU. This Agreement may not be used by

SMC or JSU for any purpose other than enforcement of its terms.

J. Waiver. No claim or right arising out of a breach or default under this

Agreement can be discharged by a waiver of that claim or right unless the waiver is in writing

signed by the party hereto to be bound by such waiver. A waiver by any party of a breach or

default by the other party of any provisions of this Agreement shall not be deemed a waiver of

future compliance with such provisions, and such provisions shall remain in full force and

effect.

K. Interpretation. The language of all parts of this Agreement shall in all cases be

construed as a whole, according to its fair meaning, and not strictly for or against either Party.

This Agreement has been negotiated by and between attorneys for SMC and JSU and shall not

be construed against the "drafter" of the Agreement. If any portion or provision of this

Agreement (including, without implication of limitation, any portion or provision of any

section of this Agreement) is determined to be illegal, invalid, or unenforceable by any court

of competent jurisdiction and cannot be modified to be legal, valid, or enforceable, the

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remainder of this Agreement shall not be affected by such determination and shall be valid

and enforceable to the fullest extent permitted by law, and said illegal, invalid, or

unenforceable portion or provision shall be deemed not to be a part of this Agreement.

L. Headings. Headings used in this Agreement are for reference purposes only

and shall not be deemed to be a part of this Agreement.

M. Entire Agreement Copies and Fax. SMC and JSU each represent and warrant

that no promise or inducement has been offered or made except as set forth in this

Agreement, and that the consideration stated is the sole consideration for this Agreement.

This Agreement is a complete agreement and states fully all agreements, understandings,

promises and commitments as between SMC and JSU as to the resolution of the Complaint.

This Agreement supersedes any prior agreements, whether oral or written, between SMC and

JSU. The parties further agree that this Agreement may be executed in counterparts; that

each counterpart and each executed counterpart shall be as effective as a signed original; and

that photographic or faxed copies of such signed counterparts may be used in lieu of the

originals for any purposes.

N. SWAC. JSU acknowledges SMC named SWAC as a co-defendant in the

Complaint and that this Agreement does not require SMC to cause to be dismissed its claims

against SWAC. To any extent this Agreement becomes relevant to the claims and defenses in

the litigation, SMC agrees to (1) request from the Court a protective order labeling the

Agreement as confidential and limiting disclosure of the Agreement to necessary parties and

staff; (2) at least 10 days before producing the Agreement, notify JSU of its intent to do so;

and (3) take such other steps as necessary to protect the confidentiality of the Agreement. By

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this paragraph and/or acknowledgement, JSU does not agree that the subject litigation or

claims involved therein are legally or factually viable. While JSU does not exempt from this

confidentiality and non-disparagement agreement stated in Section V(A) of this Agreement

any and all statements SMC may make or file in connection with its litigation against SWAC,

JSU does not intend Section V(A) to preclude SMC from alleging to the court in that litigation

and in discovery that JSU breached the SHC Agreement by notifying SMC that it would not

participate in the SHC after 2022.

O. IHL Contingency. This Agreement is conditioned upon the formal approval of

IHL. If IHL does not approve this Agreement by October 31, 2022, then it shall become null

and void. Pending IHL's decision, the parties shall treat this Agreement as binding.

HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO

RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH II ABOVE, PLAINTIFF FREELY AND
KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING
TO WAIVE, SETTLE, AND RELEASE ALL CLAIMS IT HAS OR MIGHT HAVE AGAINST THE
UNIVERSITY DEFENDANTS.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day

and year set forth below:

PLAINTIFF SUMMITT MANAGEMENT DEFENDANT JACKSON STATE UNIVERSITY

CORPORATION

Date: October 11, 2022 By: - 74 O itt it)

Its:

Date: o

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