Contract - Catalog Choice - 2012-05-01 t•d d ieiui
ACKNOWLEDGEMENT AND CONSENT
Dated as of May 1 2012
REFERENCE IS HEREBY MADE to that certain Agreement for Consulting Services, dated as
November 11 2011 (as amended or otherwise modified from time to time, the Agreement'). by and
between Catalog Choice, a California nonprofit public benefit corporation(the"Company').Costa Me
Sanitary District('I Ird Party"):
WHEREAS, prior to the date of this acknowledgment and consent, the Company has entered i. o
a definitive asset purchase agreement(the APA')with Trusted10, Inc. a Delaware corporation
(`TrustedlD'l,pursuant to which the Company will sell all or substantially all of its assets to TrustedlD
(the Asset Sale'),
WHEREAS consummation of the APA is contingent on the Company and TrustedlD entenng i o
an Assumption and Assignment Agreement(the Assignment")whereby the Company assigns its righi
and delegates its obligations under various contracts to Trustedl0: and
WHEREAS, the Assignment requires Third Party s prior written consent before the Company n
enter into the Assignment,and
WHEREAS this acknowledgment and consent has been enclosed with a letter dated of even •Ite
herewith from the Company and Trustedl0 to Third Party notifying Third Party of the foregoing
NOW,THEREFORE, as of the date first wntten above.Third Party hereby consents to the
Assignment in compliance with all applicable provisions of the Agreement. This acknowledgment and
consent is effective solely for the purposes set forth herein and shall not be deemed to: (a)be a cause
to any amendment,waiver or modification of any other term or condition of the Agreement, or(b)
otherwise prejudice any right or remedy which Third Party may now have or may have In the future un :r
or in connection with the Agreement. Third Party hereby represents and warrants that it shall not rail
any claim against the Company in connection with the breach, default or non-performance of any
obligations under the Agreement arising after the date of this acknowledgment and consent: and agre
that Trustedl0 shall have the same rights and obligations under the Agreement that the Company had
prior to the execution of this Agreement
1
IN WITNESS WHEREOF this acknowledgment and consent has been executed by the pam
hereto as of the day and year first written above Such executions may be in two or more counterpart
each of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.)
Acknow edged by the Co y Third Party
Catalo• Choice p Costa Mesa Sanitary District
By' I ! l / � � '.-7.
Name: Oharle eller \' Name. Scott Carroll
Its President I its General Manager
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