REPRESENTATIVES, OR ATTORNEYS WITH REGARD TO THE SUBJECT MATTER, BASIS,
OR EFFECT OF THIS AGREEMENT OR OTHERWISE. THE PARTIES HEREBY ACKNOWLEDGE THAT
THOMPSON HINE LLP IS COUNSEL TO PARENT AND MERGER SUB, AND HAS NOT REPRESENTED
THE COMPANY OR THE STOCKHOLDER REPRESENTATIVE IN THE NEGOTIATION OF THIS
AGREEMENT, THE ANCILLARY DOCUMENTS, AND THE TRANSACTIONS CONTEMPLATED THEREBY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by their respective officers thereunto duly
authorized.
ODAVA, INC.
By: /s/ Scott Kveton
Name:
Scott Kveton
Title:
Chief Executive Officer
MASSROOTS, INC.
By: /s/ Isaac Dietrich
Name:
Isaac Dietrich
Title:
Chief Executive Officer
MASSROOTS COMPLIANCE TECHNOLOGY, INC.
By: /s/ Isaac Dietrich
Name:
Isaac Dietrich
Title:
Authorized Representative
STOCKHOLDER REPRESENTATIVE
By:
/s/ Scott Kveton
Name:
Scott Kveton,
solely in his capacity as Stockholder Representative
Table Of Contents
35
EXHIBIT A
KVETON AGREEMENT
(attached)
Table Of Contents
36
EXHIBIT B
OSBORN AGREEMENT
(attached)
Table Of Contents
37
EXHIBIT C
FORM OF JOINDER AGREEMENT
(attached)
Table Of Contents
38