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ACKNOWLEDGEMENT AND CONSENT
Trusted ZD
Dated oeofJuly 28, 2012
REFERENCE IS HEREBY MADE to that certain Agreement to Implement The Municipal Zero
Waste Junk Mail Opt-Out Program, dated as of November 21, 2011 (as amended or otherwise modified
from time totime, the"Agreement"), by and between Catalog Choice, o California nonprofit public benefit
corporation (the"Company") and the City of Redlands, a municipal corporation ("Third Party");
WHEREAS, prior to the date of this acknowledgment and consent, the Company has entered into
a definitive asset purchase agreement(the"APA")with Truated)D. Inc., a Delaware corporation
(^TruetedI[y), pursuant towhich the Company will em|| all or substantially all of its assets toTrumted|D (the
"Asset Sa|e^); and
WHEREAS, consummation of the APA is contingent on the Company and TrustedID,entering into
an Assumption and Assignment Agreement(the"Assignment")whereby the Company assigns its rights
and delegates its obligations under various contracts toTruabed|D; and
WHEREAS, the Assignment requires Third Party's prior written consent before the Company can
enter into the Assignment; and
WHEREAS this Acknowledgment and Consent Agreement has been enclosed with a letter dated
of even date herewith from the Company and TrustedID to Third Party notifying Third Party of the
foregoing;
NOW,THEREFORE, 000fthe date first written above, Third Party hereby consents tothe
Assignment incompliance with all applicable provisions nfthe Agreement. This Acknowledgment and
Consent is effective solely for the purposes set forth herein and shall not be deemed to: (a) be a consent
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 under
orinconnection with the Agreement. Third Party hereby represents and warrants that itshall not raise
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 agrees
that TrustedID,shall have the same rights and obligations under the Agreement that the Company had
prior tothe execution ofthis Agreement.
IN WITNESS WHEREOF, this Acknowledgment and Consent has been executed by the parties
hereto aeofthe day and year first written above. Such executions may beintwo ormore counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.
Acknowledged bythe Company Third Party
Catalog Choice City ofRedland
By: B
Name: Charles Teller Name: Pete Aguilar
Its: Presid nt Its: Mawr
ATTEST:
Name: Sam IrAf
|tn: City ClerK
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