Common use of Consent and Confirmation Clause in Contracts

Consent and Confirmation. (a) The Company hereby consents to the assignment of Assignors’ right, title and interest in the Registration Rights Agreement to the full extent described in Section 1 above, including rights exercisable by the Assignors thereunder from and after the Effective Time, and recognizes Assignee as the Assignors’ successor-in-interest in and to the Registration Rights Agreement, in each case to the extent described in Section 1 hereof. For the avoidance of doubt, the Company agrees that: (i) the one-year waiting period referred to in Section 1(a) of the Registration Rights Agreement has been satisfied and shall have no application to the Assignee, (ii) notices previously required to be sent to the Seller pursuant to the Registration Rights Agreement shall instead be sent and delivered to Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference), and (iii) notices previously required to be sent to DFS with respect to Registration Requests under the Registration Rights Agreement shall be sent and delivered to both DFS in accordance with the notice provisions of the Registration Rights Agreement and Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference). The Company further agrees that (i) no breach by DFS of any of the rights or obligations retained by him under the Registration Rights Agreement shall prejudice or limit any of the rights of Assignee under the Registration Rights Agreement and (ii) no breach by Assignee of any of the rights or obligations assigned to Assignee hereunder shall prejudice or limit any of the rights of DFS retained by him under the Registration Rights Agreement. (b) The Company hereby confirms to Assignee that (i) the Registration Rights Agreement is in full force and effect and (ii) to the best of its knowledge, there exists no actual, claimed or threatened breach, nor any actual, claimed or threatened event which, but for the passage of time, the giving of notice, or both, would constitute a breach under the Registration Rights Agreement with respect to the performance of any of the terms, covenants or conditions to be performed thereunder.

Consent and Confirmation. (a) Assignors and Assignee hereby understand and agree that as promptly as practicable after the date hereof, Assignors and Assignee will request of the Company to consent and agree to the obligations, agreements and understandings set forth in this Section 3. Upon its execution of this Agreement, the Company shall be deemed to have consented to, and confirmed, the obligations, undertakings and agreements of the Company set forth in this Section 3. (b) The Company hereby consents consents, subject to and effective as of the Closing, to the assignment of Assignors’ right, title right and interest in the Registration Rights Agreement to the full extent described in Section 1 aboveas provided herein, including the rights exercisable by the Assignors thereunder from and after the Effective TimeClosing, and recognizes recognize Assignee as the Assignors’ successor-in-interest in and to the Registration Rights Agreement, in each case to the extent described in Section 1 hereofAgreement for purposes of such right and interest. For the avoidance of doubt, the Company agrees thatthat from and after such assignment and assumption: (i) all references to shares issued under the oneInvestment Agreement shall be deemed to include the non-year waiting period referred to in Section 1(a) of voting common shares acquired by Assignee under the Registration Rights Purchase and Sale Agreement has been satisfied and shall have no application to the Assignee, (ii) notices previously required to be sent to the Seller Assignee pursuant to the Registration Rights Agreement shall instead be sent and delivered to Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference), and (iii) notices previously required to be sent to DFS with respect to Registration Requests under the Registration Rights Agreement shall be sent and delivered to both DFS in accordance with the notice provisions of the Registration Rights Agreement and Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference)Sale Agreement. The Company further agrees that (i) no breach by DFS of Assignors or any of the rights or obligations retained by him under the Registration Rights Agreement Assignors hereunder shall prejudice or limit any of the rights of Assignee under the Registration Rights Agreement and (ii) no breach by Assignee of any of the rights or obligations assigned to Assignee hereunder hereunder, shall prejudice or limit any of the rights of DFS Assignors retained by him under them hereunder in respect of the Registration Rights Agreement. (bc) The Company hereby confirms to Assignee that (i) the Registration Rights Agreement is in full force and effect and (ii) to the best of its knowledge, there exists no actual, claimed or threatened breach, nor any actual, claimed or threatened event which, but for the passage of time, the giving of notice, or both, would constitute a breach under the Registration Rights Agreement with respect to the performance of any of the terms, covenants or conditions to be performed thereunder. The Company agrees to provide Assignee with notice of any inaccuracy of such confirmation of which it becomes aware prior to the Closing.

Consent and Confirmation. (a) The Company hereby consents to the assignment of all of Assignors’ right, title right and interest in the Registration Rights Agreement to the full extent described in Section 1 aboveAgreement, including all rights exercisable by the Assignors thereunder from and after the such Effective Time, subject to the retention of rights pursuant to Section 1 hereof and recognizes Assignee as the Assignors’ successor-in-interest in and to the Registration Rights Agreement, in each case to the extent described in Section 1 hereof. For the avoidance of doubt, the Company agrees thatthat from and after such assignment and assumption: (i) all references to “Parent Shares” or “Common Shares” or “Series B Convertible Participating Non-Voting Perpetual Preferred Stock” of the oneCompany or “Registrable Securities” acquired by Assignors under the Amalgamation Agreement (as defined in the Registration Rights Agreement) shall be deemed to refer to the Common Shares and Non-year Voting Shares acquired by Assignee under the Securities Purchase Agreement, (ii) the six-month waiting period referred to in Section 1(a2(a) of the Registration Rights Agreement has been satisfied and shall have no application to the Assignee, and (iiiii) notices previously required to be sent to the Seller Assignee pursuant to the Registration Rights Agreement shall instead be sent and delivered to Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference), and (iii) notices previously required to be sent to DFS with respect to Registration Requests under the Registration Rights Agreement shall be sent and delivered to both DFS in accordance with the notice provisions of the Registration Rights Agreement and Assignee in accordance with the notice provisions of the Securities Purchase Agreement (which are incorporated herein by reference)Agreement. The Company further agrees that (i) no breach by DFS of Assignors or any of the rights or obligations retained by him under the Registration Rights Agreement Assignors hereunder shall prejudice or limit any of the rights of Assignee under the Registration Rights Agreement and (ii) no breach by Assignee of any of the rights or obligations assigned to Assignee hereunder hereunder, shall prejudice or limit any of the rights of DFS Assignors retained by him under them hereunder in respect of the Registration Rights Agreement. (b) The Company hereby confirms to Assignee that (i) the Registration Rights Agreement is in full force and effect and (ii) to the best of its knowledge, there exists no actual, claimed or threatened breach, nor any actual, claimed or threatened event which, but for the passage of time, the giving of notice, or both, would constitute a breach under the Registration Rights Agreement with respect to the performance of any of the terms, covenants or conditions to be performed thereunder.