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RELEASE

This Release and Modification (“Agreement”) is between ZroBlack LLC (“ZroBlack”), a 

Delaware Limited Liability Company, John Saenz (“Saenz”), an individual, and Jonathan 

Villarreal (“Villarreal”), an individual, each a “Party” and collectively the “Parties,” all having a 

principal place of business at 1150 N. Loop 1604 W., Suite 108-259, San Antonio, Texas 78248, 

effective as of the date of the last signature indicated below (the “Effective Date”);

WHEREAS the Parties, on the one hand, and

collectively referred herein as “ ”), on the other hand, executed a Professional Services 

Agreement (“PSA”), dated April 15, 2019;

WHEREAS the Parties and executed a First Amendment to Professional

Services Agreement (“1

st Amended PSA”), dated August 1, 2019;

WHEREAS Saenz and Villarreal (collectively the “Individuals”) wish to memorialize

Saenz’s assignment of his entire interest in ZroBlack LLC to Villarreal;

NOW, THEREFORE, in consideration of their mutual promises and undertakings 

contained herein, the receipt and sufficiency of which is hereby expressly acknowledged and 

received, the Parties intending to be legally bound hereby, do covenant and agree as follows, to 

wit:

1. Obligations under the PSA and 1

st Amended PSA

The Parties agree to accept and perform all obligations assigned to them, respectively, 

under the 1

st Amended PSA.

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2. Compensation

It is anticipated will continue to pay ZroBlack pursuant to the Earn-Out 

Obligation as described in Sections 3.1–3.5 of the Professional Services Agreement. With 

respect to the Earn-Out Obligations, under Section 3.2(i) and 3.2(ii), the Individuals will split 

those amounts with twelve and one-half percent (12.5%) going to Villarreal and two percent 

(2%) going to Saenz. In the event pays the Individuals an Earn-Out Obligation relating 

to BriX Core Logic different than fourteen and one-half percent (14.50%), the Individuals will 

split the amount of the Earn-Out Obligation at a rate of 12.5/14.5 going to Villarreal and 2/14.5 

going to Saenz.

The Parties agree that any Earn-Out Obligation payment made by to ZroBlack 

pursuant to the Earn-Out Obligation of the Professional Services Agreement be sent directly to 

Gunn, Lee & Cave, P.C. to hold in escrow. The Parties further agree for Gunn, Lee & Cave, P.C. 

to distribute the received Earn-Out Obligation payment to Villarreal and to Saenz in accordance 

with the agreed upon percentage splits, as indicated in this Section 2.

The Parties further agree that Earn-Out Statements provided by to ZroBlack 

under Section 3.4 of the Professional Services Agreement also be sent directly to Gunn, Lee & 

Cave, P.C. where the Parties will review and either accept or not accept the calculations 

contained in the Earn-Out Statements, in accordance with Section 3.4 of the Professional 

Services Agreement. Villarreal and ZroBlack will request of that such Earn-Out 

Statements be sent directly to Gunn, Lee & Cave, P.C.

For all other Earn-Out Obligations (i.e., not relating to BriX Core Logic), those Earn-Out

Obligations will be paid entirely to Villarreal.

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3. Reports

The Parties agree that Villarreal shall continue to make and provide to Saenz monthly 

progress reports on BriX Core Logic phases and milestones, including any related products 

released by .

4. Confidentiality

Unless otherwise agreed to in writing by each of the Parties, ordered by the Court, or 

otherwise compelled to by legal process, each Party shall hold this Agreement and each of its 

terms in strict confidence. Except as provided in this Paragraph, no Party shall communicate any 

of the terms of this Agreement, other than that it represents an amicable parting of the business 

relationships between Villarreal and Saenz or Saenz and ZroBlack, with no admission of 

liability, and is confidential, to any person or entity except under the compulsion of legal process 

or to a Party’s legal, tax or financial advisors. Any Party compelled by Court Order to make such 

communication shall give every other Party to the Agreement written notice promptly after 

receipt or notice of such legal process. The notice shall set forth with particularity the person or 

entity to whom such disclosure or communication is to be made, the information to be 

communicated, and the purpose(s) (if known) for such communication, and shall include a copy 

of the legal process compelling such communication.

5. Non-disparagement

No Party shall disparage another Party or its respective services or otherwise take any 

action which could reasonably be expected to adversely affect another Party’s personal or 

professional reputation, or the reputations of another Party’s goods and services.

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6. Assignment

The Individuals will execute the Unanimous Written Consent in Lieu of Meeting of the

Members of ZroBlack LLC attached as Exhibit A.

7. Release

Each Party hereby fully releases the other Parties from all claims and demands, known or 

unknown. Each Party understands that, as to claims that are known to that Party when the release 

is signed, any statutory provisions that would otherwise apply to limit this general release are 

hereby waived. Each Party also understands that this release extends to claims and demands that 

are not known at the time this release is signed. This release additionally applies to each Party’s 

heirs, legal representatives, attorneys, assignees, owners, members, managers, directors, 

employees, spouses, and successors, and is binding on each Party’s heirs, legal representatives, 

attorneys, assignees, owners, members, managers, directors, employees, spouses, and successors. 

Each Party represents that it has not assigned any such claims or demands against the other 

Parties.

8. Amendments to the PSA or the 1

st Amended PSA

No waiver, change, or modification to this Agreement, the PSA, or the 1

st Amended PSA

will be effective unless in writing signed by each of the Parties.

9. Irrevocable

This Agreement is irrevocable as of the Effective Date.

10. Severability

In the event that any provision of this Agreement, or the application thereof, becomes or 

is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the

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remainder of this Agreement shall continue in full force and effect and shall be interpreted so as 

reasonably to effect the intent of the parties hereto. The Parties will use their reasonable best 

efforts to replace such void or unenforceable provision of this Agreement with a valid and 

enforceable provision that shall achieve, to the extent possible, the economic, business and other 

purposes of such void or unenforceable provision.

11. Governing Law; Disputes; Attorney’s Fees

This Agreement and any dispute arising hereunder shall be governed by the laws of the 

State of Texas, without regard to the conflicts of law provisions thereof. Both parties consent to 

the sole and exclusive jurisdiction of the state and federal courts of the State of Texas located in 

Bexar County with respect to any dispute arising hereunder. Each party to this Agreement agrees 

that a final judgment in any such action or proceeding shall be conclusive and may be enforced 

in any other jurisdictions by suit on the judgment or in any other manner provided by applicable 

law. Each party to this Agreement irrevocably and unconditionally waives, to the fullest extent it 

may legally and effectively do so, any objection which it may now or hereafter have to the laying 

of venue of any action or proceeding arising out of or relating to this Agreement, the transactions 

contemplated hereby or the subject matter hereof in any court referred to above, including the 

defense of an inconvenient forum to the maintenance of such action or proceeding in any such 

court. In any action or proceeding to enforce rights under this Agreement, the prevailing party 

will be entitled to recover reasonable costs and attorneys’ fees.

[SIGNATURES TO FOLLOW]

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By signing below, the Parties agree to be bound by the terms and conditions of this Agreement.

ZroBlack, LLC John Saenz, Individually

By:

Name: John Saenz

By:

Title: Member Address:

8/9/2019 8/9/2019

Date: Date:

ZroBlack, LLC Jonathan Villarreal, Individually

By:

Name: Jonathan Villarreal

By:

Title: Member Address:

8/9/2019 8/9/2019

Date: Date:

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