Lender hereby consents and agrees to Borrower’s proposed spin-out transaction of its subsidiary Prohibition Products Inc. into a separate company (the “ Spin-Out ”). Borrower also hereby waives any of its rights under the Note to prevent the Spin-Out or call an event of default related to the Spin-Out. Notwithstanding the foregoing, the consent and waiver set forth above shall only be effective if no material assets of Borrower are included in the Spin-Out.