Common use of Covenants and Acknowledgments Clause in Contracts

Covenants and Acknowledgments. (a) Except as specifically set forth herein, the Company agrees to comply with all provisions of the Transaction Documents applicable to the Company, including, without limitation, all of the payment terms under the Transaction Documents. (b) Within 5 days of the date hereof, the Company shall take any and all actions as may be required under the laws of its state of incorporation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority in order to (i) causeMichael Lebor, D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to resign as a member of the Company’s Board of Directors, and (ii)cause the election or reelection of all directors designated by the Buyers, which designees shall initially be D▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and K▇▇▇▇▇▇ Londoner, to serve as all of the sole members of the Company’s Board of Directors from the date hereof until such director designee’s resignation, death, removal or disqualification; provided, however, that each director designee may subsequently only be removed by the Company’s Board of Directors, absent a vote for such removal by the holders of the Company’s capital stock entitled to vote on such matters in accordance with any applicable laws set forth by any Governmental Authority, for gross negligence or a material breach of such director designee’s fiduciary or similar duties owed to the Company. In the event of the resignation, death, removal or disqualification of any director designee at any time after the date hereof, the Buyers shall be entitled to nominate a replacement director and, after the Company’s Board of Directors has approved such designee, the Company’s Board of Directors shall, subject to any requisite approvals of any holders of the Company’s capital stock entitled to vote on such matters, take such actions as may be necessary under the laws of its state of incorporation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority to elect such nominee to the Company’s Board of Directors to serve until his or her resignation, death, removal or disqualification or until his or her successor is duly elected. The Company shall not take any action to increase or decrease the size of the Company’s Board of Directors without the express written consent of each Buyer. (c) Within 5 days of the date hereof, the Company shall take, and shall cause Chatand Tech, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Subsidiary”), to take, any and all actions as may be required under the laws of Subsidiary’s state of formation, Subsidiary’s Organic Documents and any all other applicable laws set forth by any Governmental Authority in order to (i) cause the election of the followingmanagers designated by the Buyers, which designees shall initially be R▇▇▇▇▇▇ Rosenblumand K▇▇▇▇▇▇ Londoner, to serve as members of Subsidiary’s board of managers from the date hereof until such manager designee’s resignation, death, removal or disqualification; provided, however, that each manager designee may subsequently only be removed by Subsidiary’s board of managers, absent a vote for such removal by the holders of Subsidiary’s membership interests entitled to vote on such matters in accordance with any applicable laws set forth by any Governmental Authority or the Subsidiary’s Organic Documents, for gross negligence or a material breach of such manager designee’s fiduciary or similar duties owed to Subsidiary. In the event of the resignation, death, removal or disqualification of any manager designee at any time after the date hereof, the Buyers shall be entitled to nominate a replacement manager and, after Subsidiary’s board of managers has approved such designee, Subsidiary’s board of managers shall, subject to any requisite approvals of any holders Subsidiary’s membership interests entitled to vote on such matters, take such actions as may be necessary under the laws of Subsidiary’s state of formation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority to elect such nominee to Subsidiary’s board of managers to serve until his or her resignation, death, removal or disqualification or until his or her successor is duly elected. The Company shall not, and shall cause Subsidiary not to, take any action to increase or decrease the size of Subsidiary’s Board of Directors, which shall be fixed at four persons, without the express written consent of each Buyer.The Company shall not, and shall cause Subsidiary not to, take any action toamend or restate the Organic Documents of the Subsidiary without the express written consent of each Existing Shareholder. (d) As of the date of this Agreement, the Company shall cancel the Existing Shareholder Warrants. By execution of the signature page hereto, the Existing Shareholders affirm the cancelation of theExisting Shareholder Warrants

Covenants and Acknowledgments. (Forming a part of the terms and conditions of the transaction) The undersigned hereby understands, acknowledges and agrees, as applicable, that: (a) Except as specifically the undersigned has received a copy of and has reviewed the Merger Agreement permitting, to the extent applicable, the cancellation of each of his, her or its shares of Company Capital Stock in exchange for the right to receive the consideration set forth hereinin the Merger Agreement, and has received related materials provided with this Letter of Transmittal; including, but not limited to the notification required pursuant to section 262 of the DGCL that appraisal rights are available and pursuant to Chapter 13 of the California General Corporation Law that dissenters’ rights may be available, which notice outlines the appraisal rights to which the undersigned may be entitled, together with a copy of section 262 of the DGCL and Chapter 13 of the California General Corporation Law; (b) pursuant to Sections 228 and 251 of the DGCL, the undersigned, in its capacity as a stockholder of the Company, hereby (a) approves and consents to the Merger Agreement (and the transactions contemplated thereby, including the Merger) and (b) irrevocably waives any and all rights to demand appraisal and all other rights provided pursuant to Section 262 of the DGCL and if applicable, Chapter 13 of the California General Corporation Law; (c) neither Acquirer nor Merger Sub shall have any liability whatsoever with respect to the allocation of proceeds among the Company Stockholders resulting from any payments made to such Company Stockholders pursuant to the Merger Agreement or any payments made by the Representative; (d) an escrow account has been established as security for the Effective Time Holders’ obligations under Section 2.2 of the Merger Agreement; (e) (a) the undersigned’s surrender of the Certificate(s) and the shares of Company Capital Stock is not made in acceptable form until receipt by the Company of this Letter of Transmittal, duly completed and manually signed, together with the Certificate(s), (b) all questions as to validity, form and eligibility of any surrender of the Certificate(s) and the shares of Company Capital Stock will be determined in the reasonable discretion of Acquirer, (c) Acquirer reserves the right to reject incomplete or irregular presentations, and (d) the undersigned will, upon reasonable request, execute and deliver any additional documents deemed by Acquirer, the Company agrees or the Representative, in its reasonable discretion, to comply be necessary in connection with all provisions the surrender of the Transaction Documents applicable Certificate(s) and the shares of Company Capital Stock to the Companyextent such documents are in the possession of, or can be readily produced by, the undersigned; (f) unless and until the undersigned surrenders the Certificate(s) and the shares of Company Capital Stock in accordance with the terms of this Letter of Transmittal and the Merger Agreement, the undersigned shall not be entitled to receive his, her or its portion of the Total Merger Consideration; when the undersigned shall be entitled to receive any such payment it shall be paid by check or wire transfer (as applicable at the address) or to the account, as the case may be, of the undersigned indicated herein; (g) any amounts required to be paid to the undersigned pursuant to the Merger Agreement [and/or Escrow Agreement], shall be paid in accordance with the terms of such agreements, as applicable (including with respect to timing, manner of payment in accordance with Section 2.1 of the Merger Agreement); (h) by execution and delivery of this Letter of Transmittal, all agreements (other than the Merger Agreement and any agreements entered into in connection with the Merger Agreement, including but not limited to the Escrow Agreement and this Letter of Transmittal) by and between the undersigned and the Company relating in any manner to the undersigned’s equity interests in the Company (including, without limitation, all to the extent that the undersigned is a party thereto, the Stockholders Agreement) shall be terminated effective as of the payment terms under the Transaction Documents. Effective Time and shall thereafter be of no further force or effect (b) Within 5 days other than any restrictive covenants and confidentiality obligations of the date hereof, the Company shall take any and all actions as may be required under the laws of its state of incorporation, its Organic Documents and any all other applicable laws undersigned set forth by any Governmental Authority in order to therein and such provisions related thereto); (i) causeMichael Leborno public release or public announcement related to the Merger Agreement or the transactions contemplated therein or any other announcement or communication to the employees, D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to resign as a member customers or suppliers of the Company’s Board Company or any of Directorsits Subsidiaries, shall be issued or made by the undersigned without the joint approval of Acquirer and the Representative unless required by law, in which case Acquirer and the Representative shall have the right to review such press release or public announcement prior to issuance, distribution or publication; (j) all authority conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned shall be binding upon his, her or its successors, assigns, heirs, executors, administrators and legal representatives; (ii)cause the election k) all covenants, representations and warranties contained herein or reelection of all directors designated made in writing by the Buyers, which designees undersigned in connection herewith shall initially be D▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ survive the execution and K▇▇▇▇▇▇ Londoner, to serve as all delivery of this Letter of Transmittal and the consummation of the sole members of the Company’s Board of Directors from the date hereof until such director designee’s resignation, death, removal or disqualification; provided, however, that each director designee may subsequently only be removed by the Company’s Board of Directors, absent a vote for such removal by the holders of the Company’s capital stock entitled to vote on such matters transactions contemplated hereby and thereby; (l) in accordance with any applicable laws set forth by any Governmental Authority, for gross negligence or a material breach of such director designee’s fiduciary or similar duties owed to the Company. In the event of any inconsistency between the resignation, death, removal or disqualification terms of any director designee at any time after this Letter of Transmittal and the date hereofMerger Agreement, the Buyers Merger Agreement shall be entitled to nominate a replacement director and, after control; (m) the Company’s Board terms and provisions of Directors has approved such designee, the Company’s Board of Directors shall, subject to any requisite approvals of any holders Sections 10.1 through 10.20 of the Company’s capital stock entitled to vote on such matters, take such actions Merger Agreement are hereby incorporated by reference herein as may be necessary under the laws of its state of incorporation, its Organic Documents and any all other applicable laws if fully set forth by any Governmental Authority to elect such nominee to the Company’s Board of Directors to serve until his or her resignationherein, death, removal or disqualification or until his or her successor is duly elected. The Company shall not take any action to increase or decrease the size of the Company’s Board of Directors without the express written consent of each Buyer.mutatis mutandis; and (cn) Within 5 days the language of the date hereofall parts of this Letter of Transmittal shall in all cases be construed as a whole, the Company shall takeaccording to its fair meaning, and shall cause Chatand Tech, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Subsidiary”), to take, not be construed strictly for or against any and all actions as may be required under the laws of Subsidiary’s state of formation, Subsidiary’s Organic Documents and any all other applicable laws set forth by any Governmental Authority in order to (i) cause the election of the followingmanagers designated by the Buyers, which designees shall initially be R▇▇▇▇▇▇ Rosenblumand K▇▇▇▇▇▇ Londoner, to serve as members of Subsidiary’s board of managers from the date hereof until such manager designee’s resignation, death, removal or disqualification; provided, however, that each manager designee may subsequently only be removed by Subsidiary’s board of managers, absent a vote for such removal by the holders of Subsidiary’s membership interests entitled to vote on such matters in accordance with any applicable laws set forth by any Governmental Authority or the Subsidiary’s Organic Documents, for gross negligence or a material breach of such manager designee’s fiduciary or similar duties owed to Subsidiary. In the event of the resignation, death, removal or disqualification of any manager designee at any time after the date hereof, the Buyers shall be entitled to nominate a replacement manager and, after Subsidiary’s board of managers has approved such designee, Subsidiary’s board of managers shall, subject to any requisite approvals of any holders Subsidiary’s membership interests entitled to vote on such matters, take such actions as may be necessary under the laws of Subsidiary’s state of formation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority to elect such nominee to Subsidiary’s board of managers to serve until his or her resignation, death, removal or disqualification or until his or her successor is duly elected. The Company shall not, and shall cause Subsidiary not to, take any action to increase or decrease the size of Subsidiary’s Board of Directors, which shall be fixed at four persons, without the express written consent of each Buyerparticular person.The Company shall not, and shall cause Subsidiary not to, take any action toamend or restate the Organic Documents of the Subsidiary without the express written consent of each Existing Shareholder. (d) As of the date of this Agreement, the Company shall cancel the Existing Shareholder Warrants. By execution of the signature page hereto, the Existing Shareholders affirm the cancelation of theExisting Shareholder Warrants