Common use of Certain Agreements of Grantors Clause in Contracts

Certain Agreements of Grantors. (a) In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (b) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor hereby (i) consents to the extent required by the applicable Organizational Document to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be and (ii) irrevocably waives any and all provisions of the applicable Organizational Documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien. (c) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor has caused each partnership or limited liability company included in the Pledged Collateral to amend its partnership agreement or limited liability company agreement to include the following provision: "Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein), in the event that an Event of Default shall have occurred under any of the New Notes (as such New Notes may be amended, modified, supplemented or restated from time to time) dated as of May 24, 2023 (the "New Notes") issued by Volcon, Inc., as borrower (the "Borrower”) (i) the lenders from time to time parties thereto and the agents party thereto and the Collateral Agent shall be entitled to exercise any of their respective rights and remedies with respect to equity interests in the [Company], and (ii) each [Member] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the [Company] to the Collateral Agent or any nominee of the Collateral Agent. The Collateral Agent is a third party beneficiary of this provision and this provision cannot be amended or repealed, without the consent of the Collateral Agent until all obligations under all of the New Notes have been fully and irrevocably performed and all amounts owed have been irrevocably paid in full." (d) Each Guarantor covenants and agrees that it shall not, and it shall cause its Subsidiaries not to, sell, lease, sell and leaseback, assign, convey, transfer or otherwise dispose (collectively, “Transfer”) to any Person of any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including the Collateral granted in favor of the Collateral Agent pursuant to the Security Agreement, including, without limitation, the stock of any of the Borrower’s Subsidiaries without the prior written consent of the Collateral Agent, provided that the Borrower may Transfer up to $10,000,000 of accounts receivable (or such other amount as may be approved by the Collateral Agent in writing in its sole discretion), pursuant to a factoring arrangement on terms acceptable to the Collateral Agent in its sole discretion, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to and approved by the Collateral Agent in writing, in each case in its sole discretion.

Certain Agreements of Grantors. (a) In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (b) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor hereby (i) consents to the extent required by the applicable Organizational Document to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be and (ii) irrevocably waives any and all provisions of the applicable Organizational Documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien. (c) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor has caused each partnership or such partnership, limited liability company or other entity included in the Pledged Collateral to amend its partnership agreement or agreement, limited liability company agreement or similar agreement or document to include the following provision: "Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein), in the event that an Event of Default shall have occurred under any of the New those certain Original Issue Discount Secured Convertible Promissory Notes (as such New Notes may be amended, modified, supplemented or restated from time to time) dated as of May 24February 15, 2023 2022 (collectively, the "New Notes") issued by Volconthe Company, Inc.and guaranteed by certain subsidiaries of the Company, as borrower Guarantors, which Notes were issued pursuant to that certain Securities Purchase Agreement of equal date among the Company and the purchasers named in the signatures pages thereto (the "Borrower”) Purchasers"), including Xxxxxx Street Global Opportunity Fund, LLC (together with its successors and assigns, in its capacity as collateral agent, the "Collateral Agent"), (i) the lenders from time to time parties thereto and the agents party thereto Purchasers and the Collateral Agent shall be entitled to exercise any of their respective rights and remedies with respect to equity interests in the [Company_____]1 , and (ii) each [Member/Partner/Shareholder] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the [Company______] to the Collateral Agent or any nominee of the Collateral Agent. The Collateral Agent is a third party beneficiary of this provision and this provision cannot be amended or repealed, without the consent of the Collateral Agent until all obligations under all of the New Notes have been fully and irrevocably performed and all amounts owed have been irrevocably paid in full." (d) Each Guarantor covenants and agrees that it shall not" ________________________________ 1Insert name of partnership, and it shall cause its Subsidiaries not to, sell, lease, sell and leaseback, assign, convey, transfer limited liability company or otherwise dispose (collectively, “Transfer”) to any Person of any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including the Collateral granted in favor of the Collateral Agent pursuant to the Security Agreement, including, without limitation, the stock of any of the Borrower’s Subsidiaries without the prior written consent of the Collateral Agent, provided that the Borrower may Transfer up to $10,000,000 of accounts receivable (or such other amount as may be approved by the Collateral Agent in writing in its sole discretion), pursuant to a factoring arrangement on terms acceptable to the Collateral Agent in its sole discretion, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to and approved by the Collateral Agent in writing, in each case in its sole discretionentity.

Certain Agreements of Grantors. (a) In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (b) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor hereby (i) consents to the extent required by the applicable Organizational Document to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance beyond any applicable grace or cure periods of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent Lender or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be and (ii) irrevocably waives any and all provisions of the applicable Organizational Documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise affect impair the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien. (c) In At Lender’s request, in the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor has caused shall use its commercially reasonable efforts to cause each partnership or limited liability company included in the Pledged Collateral to amend its partnership agreement or limited liability company agreement to include the following provision, or substantially similar language reasonably acceptable to Lender: "“Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein), in the event that an Event of Default shall have occurred under any of the New Notes that certain Credit Agreement (as such New Notes Credit Agreement may be amended, modified, supplemented or restated from time to time) dated as of May 24, 2023 even date herewith (the "New Notes"“Credit Agreement”) issued by Volcon, Inc., among National Research Corporation as borrower (the "“Borrower”) ), and First National Bank of Omaha (together with its successors and assigns, in such capacity the “Lender”), (i) the lenders from time to time parties thereto and the agents party thereto and the Collateral Agent Lender shall be entitled to exercise any of their respective rights and remedies with respect to equity interests in the [Company], and (ii) each [Member] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the [Company] to the Collateral Agent Lender or any nominee of the Collateral AgentLender. The Collateral Agent Lender is a third party beneficiary of this provision and this provision cannot be amended or repealed, without the consent of Lender until the Collateral Agent until all obligations under all of the New Notes have Credit Agreement has been fully and irrevocably performed and all amounts owed have been irrevocably paid in full." (d) Each Guarantor covenants and agrees that it shall not, and it shall cause its Subsidiaries not to, sell, lease, sell and leaseback, assign, convey, transfer or otherwise dispose (collectively, “Transfer”) to any Person of any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including the Collateral granted in favor of the Collateral Agent pursuant to the Security Agreement, including, without limitation, the stock of any of the Borrower’s Subsidiaries without the prior written consent of the Collateral Agent, provided that the Borrower may Transfer up to $10,000,000 of accounts receivable (or such other amount as may be approved by the Collateral Agent in writing in its sole discretion), pursuant to a factoring arrangement on terms acceptable to the Collateral Agent in its sole discretion, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to and approved by the Collateral Agent in writing, in each case in its sole discretion.

Certain Agreements of Grantors. (a) In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (b) In the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor hereby (i) consents to the extent required by the applicable Organizational Document to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent Lender, as pledgee, or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or membernominee, as the case may be pledgee, and (ii) irrevocably waives any and all provisions of the applicable Organizational Documents that conflict with the terms of this Agreement or prohibit, restrict, condition or otherwise affect impair the grant hereunder of any Lien on any of the Pledged Collateral or any enforcement action which may be taken in respect of any such Lien. (c) In At Lender’s request, in the case of each Grantor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Grantor has caused shall cause each partnership or limited liability company included in the Pledged Collateral to amend its partnership agreement or limited liability company agreement to include the following provision, or substantially similar language reasonably acceptable to Lender: "“Notwithstanding any other provision of this agreement (including any transfer restrictions set forth herein), in the event that an Event of Default (as defined in the Credit Agreement (as defined below)) shall have occurred under any that certain Credit Agreement dated as of the New Notes August 12, 2019 (as such New Notes may be amended, modified, supplemented or restated from time to time) dated as of May 24, 2023 (the "New Notes") issued by Volcon, Inc., as borrower (the "Borrower“Credit Agreement”) by and between Link Media Holdings, LLC and First National Bank of Omaha (together with its successors and assigns, in such capacity “Lender”), (i) the lenders from time to time parties thereto and the agents party thereto and the Collateral Agent Lender shall be entitled to exercise any of their respective rights and remedies with respect to equity interests in the [Company], and (ii) each [Member] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the [Company] to the Collateral Agent Lender, as pledgee, or any nominee of the Collateral AgentLender, as pledgee. The Collateral Agent Lender is a third party beneficiary of this provision and this provision cannot be amended or repealed, without the consent of Lender until the Collateral Agent until all obligations under all of the New Notes have Credit Agreement has been fully and irrevocably performed and all amounts owed have been irrevocably paid in full." (d) Each Guarantor covenants and agrees that it shall not, and it shall cause its Subsidiaries not to, sell, lease, sell and leaseback, assign, convey, transfer or otherwise dispose (collectively, “Transfer”) to any Person of any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including the Collateral granted in favor of the Collateral Agent pursuant to the Security Agreement, including, without limitation, the stock of any of the Borrower’s Subsidiaries without the prior written consent of the Collateral Agent, provided that the Borrower may Transfer up to $10,000,000 of accounts receivable (or such other amount as may be approved by the Collateral Agent in writing in its sole discretion), pursuant to a factoring arrangement on terms acceptable to the Collateral Agent in its sole discretion, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to and approved by the Collateral Agent in writing, in each case in its sole discretion.