Acknowledgments; Waiver; Consent. Upon the completion of the Payment in Kind and the PIPE Investment as contemplated hereby, (i) all of the Company’s obligations and liabilities under the KIA Note will be discharged and released in full without any further action on the part of the Company, KIA, bSpace or dSpace; (ii) KIA will not be entitled to any further consideration in respect of the KIA Note; (iii) the KIA Note will be cancelled and extinguished and of no further force or effect; (iv) any security interest granted to KIA under the KIA Note will terminate automatically without any further action on the part of the Company or KIA, (v) the Company is authorized to take any and all actions to evidence the termination of the security interest described in clause (iv) hereof; and (vi) KIA will execute and deliver, or cause to be executed and delivered all such documents and/or instruments, and will take or cause to be taken such further or other action as is reasonably necessary or desirable in order to carry out the intent and purpose of clause (iv) hereof. The representations, warranties, covenants and acknowledgements made in this Agreement are made with the intention that they may be relied upon by the Company in determining KIA’s eligibility to purchase the Preferred Shares under applicable securities laws. KIA further agrees that by accepting the Preferred Shares it will be representing and warranting that such representations, warranties, acknowledgements and covenants are true as of the date of the Payment in Kind with the same force and effect as if they had been made by KIA on the date of such Payment in Kind. Furthermore, upon the completion of the Payment in Kind and PIPE Investment, the Company and KIA will each be deemed to have waived, and released the other party from obligations with respect to, any and all rights to notice, consent, deliverables or other procedural requirements under the KIA Note whether related to the Payment in Kind and PIPE Investment or otherwise. To the extent the KIA Note calls for consent to any of the transactions contemplated by this Agreement, the Merger Agreement, and any and all other agreements referenced or contemplated herein or therein, such consent is hereby delivered, or the consent requirement waived and relinquished, by KIA upon the effectiveness of this Agreement.
