Common use of Acknowledgments; Waiver; Consent Clause in Contracts

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.

Acknowledgments; Waiver; Consent. Upon the completion of the Payment in Kind Kind, Conversion and the PIPE Investment as contemplated hereby, (i) all of the Company’s Obligations (as defined in the bSpace Loan Agreement) and any other obligations and liabilities under the KIA Note bSpace Loan Agreement or any Loan (as defined therein) thereunder will be discharged and released in full without any further action on the part of the Company, KIA, bSpace Company or dSpacebSpace; (ii) KIA bSpace will not be entitled to any further consideration in respect of the KIA NotebSpace Loan Agreement or any Loan thereunder; (iii) the KIA Note bSpace Loan Agreement and any Loan thereunder will be cancelled and extinguished and of no further force or effecteffect (other than as contemplated by the bSpace Loan Agreement with respect to Section 9.2 thereof); (iv) any the security interest granted to KIA bSpace under the KIA Note bSpace Loan Agreement with respect to the Collateral (as defined therein) will terminate automatically without any further action on the part of the Company or KIA, bSpace; (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 bSpace 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 KIAbSpace’s eligibility to purchase the Preferred Shares under applicable securities laws. KIA bSpace 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 and Conversion with the same force and effect as if they had been made by KIA bSpace on the date of such Payment in KindKind and Conversion, as applicable. Furthermore, upon the completion of the Payment in Kind Kind, Conversion and PIPE Investment, the Company and KIA bSpace 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 bSpace Loan Agreement whether related to the Payment in Kind Kind, Conversion and PIPE Investment or otherwise. To the extent the KIA Note bSpace Loan Agreement 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 bSpace upon the effectiveness of this Agreement.

Acknowledgments; Waiver; Consent. Upon In connection with the Conversion contemplated hereby (and with acknowledgement to the completion of the Payment in Kind 2022 Conversion), and effective immediately upon the PIPE Investment as contemplated herebyEffective Date, (i) all of the Company’s obligations and liabilities under the KIA Note will be Notes hereby are discharged and released in full without any further action on the part of the Company, KIA, bSpace or dSpace; , (ii) KIA will is not be entitled to any further consideration in respect of the KIA Note; , (iii) the KIA Note will is hereby amended in any and all ways necessary to be consistent with this Agreement, and each of bSpace and dSpace hereby agrees to and acknowledges such amendments, (iv) the KIA Note hereby is terminated, cancelled and extinguished and of no further force or effect; , (ivv) any security interest granted to KIA under the KIA Note will terminate is terminated automatically without any further action on the part of the Company or KIA, (vvi) the Company is authorized to take any and all actions to evidence the termination of the security interest described in clause (ivv) hereof; and , (vivii) 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 (ivv) hereof. The , (viii) KIA waives any rights to notice, consent, deliverables or other procedural requirements under the KIA Note whether related to the Conversion or otherwise, and (ix) it is confirmed and acknowledged by KIA that 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 Conversion 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.

Acknowledgments; Waiver; Consent. Upon In connection with the Conversion contemplated hereby (and with acknowledgement to the completion of the Payment in Kind 2022 Conversion), and effective immediately upon the PIPE Investment as contemplated herebyEffective Date, (i) all of the Company’s Obligations (as defined in the bSpace Loan Agreement) and any other obligations and liabilities under the KIA Note will be bSpace Loan Agreement or any Loan (as defined therein) hereby are discharged and released in full without any further action on the part of the CompanyCompany or bSpace, KIA, bSpace or dSpace; (ii) KIA will bSpace is not be entitled to any further consideration in respect of the KIA Note; bSpace Loan Agreement or any Loan thereunder, (iii) the KIA Note will bSpace Loan Agreement is hereby amended in any and all ways necessary to be consistent with this Agreement, (iv) the bSpace Loan Agreement and any Loan thereunder hereby is terminated, cancelled and extinguished and of no further force or effect; effect (ivother than as contemplated by the bSpace Loan Agreement with respect to Section 9.2 thereof), (v) any the security interest granted to KIA bSpace under the KIA Note will terminate bSpace Loan Agreement with respect to the Collateral (as defined therein) is terminated automatically without any further action on the part of the Company or KIAbSpace, (vvi) the Company is authorized to take any and all actions to evidence the termination of the security interest described in clause (ivv) hereof; and , (vivii) KIA bSpace 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 (ivv) hereof. The , (viii) bSpace waives any rights to notice, consent, deliverables or other procedural requirements under the bSpace Loan Agreement whether related to the Conversion or otherwise, and (ix) it is confirmed and acknowledged by bSpace that 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 KIAbSpace’s eligibility to purchase the Preferred Conversion 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.