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March 20, 2018 <br /> VIA REGISTERED MAIL <br /> City of Rancho Palos Verdes <br /> City Manager <br /> Attn: Gabriella Yap, Deputy City Manager <br /> 30940 Hawthorne Blvd. <br /> Rancho Palos Verdes, CA 90275 <br /> Re: Acquisition of Ring Inc. <br /> Ladies and Gentlemen: <br /> Reference is made to that certain Contract Services Agreement, dated as of May 8, 2017, <br /> as amended as of the date hereof(the"Agreement"),by and between City of Rancho Palos Verdes, <br /> and Ring Inc. (formerly Bot Home Automation, Inc.) ("Ring"). <br /> As you may be aware, on February 26, 2018, Ring entered into an agreement and plan of <br /> merger(the"Merger Agreement")with, Inc. (together with its affiliates,"Amazon"), <br /> pursuant to which Ring will become a wholly-owned subsidiary of Amazon (the "Merger"). A <br /> review of the Agreement indicates that the Merger may constitute a change in control of Ring (a <br /> "Change in Control")and/or may be treated as an assignment of the Agreement(an"Assignment") <br /> that may require your consent. The purpose of this letter is to notify you of the Merger and request <br /> your consent to the Merger and any corresponding Change in Control/Assignment pursuant to the <br /> terms of the Agreement. By countersigning this letter, you hereby (i) consent to the Merger and <br /> any corresponding Change in Control/Assignment pursuant to the terms of the Agreement, (ii) <br /> waive any terms and conditions of the Agreement restricting the Change in Control/Assignment <br /> (including, without limitation, any prior notice requirements, acceleration or termination of rights <br /> relating to the Change in Control/Assignment, etc.), (iii) waive any right to terminate, amend, <br /> modify or otherwise alter the Agreement and any right to seek damages as a result of the Merger, <br /> (iv) acknowledge and agree that the Agreement shall remain in full force and effect in accordance <br /> with its terms and without modification and that the Merger will not constitute a breach of the <br /> Agreement or affect the validity or enforceability of the Agreement and (v) acknowledge that you <br /> do not have any additional rights under the Agreement as a result of the Merger. <br /> We kindly ask that you indicate your consent to and your agreement with the matters set <br /> forth in the immediately preceding paragraph by countersigning this letter where indicated below <br /> and returning it via email to <br /> This letter may be executed in separate counterparts, each of which shall be deemed to be <br /> an original and all of which taken together shall constitute one and the same instrument. <br /> Additionally, signatures submitted by facsimile or other electronic transmission shall be deemed <br /> to be original signatures. <br /> [Signature Page Follows] <br /> US-DOCS\994$5531.3 <br />