GENERAL ASSIGNMENT

This General Assignment (the “General Assignment is made as of the 6th day of
December, 2016, by Pebble Technology, Corp., a Delaware corporation, with offices at
900 Middlefield Road, 5th Floor, Redwood City, California 94063, hereinafter referred to
as “Assignor”, to Pebble Tech (Assignment for the Benefit of Creditors), LLC, a
California limited liability company, hereinafter referred to, along with any successors
and assigns, as “Assignee”.

RECITALS

WHEREAS, Assignor has determined that, based upon its business prospects,
entering into this General Assignment is in the best interests of Assignor’s creditors; and

WHEREAS, Assignor believes that Assignee is well qualified to efficiently

administer the General Assignment for the benefit of Assignor’s creditors;

NOW, THEREFORE, for valuable consideration, the receipt of which is duly

acknowledged, the parties agree as follows:

AGREEMENT

1. Assignment of Assets.

(a) Assignor, for and in consideration of the covenants and agreements

to be performed by Assignee, as hereinafter contained, and for good and valuable
consideration, receipt whereof is hereby acknowledged, does hereby grant, bargain,
sell, assign, convey and transfer to Assignee, its successors and assigns, in trust, for
the benefit of Assignor’s creditors generally, all of the property of Assignor of every kind
and nature and wherever situated, both real (but not facility lease arrangements) and
personal, and any interest or equity therein not exempt from execution, including, but
not limited to, (i) intellectual property rights of the Assignor (e.g., trade names, service
names, registered and unregistered trademarks and service marks and logos and all
associated goodwill; internet domain names; patents, patent rights and applications
therefor, copyrights and registrations and applications therefor; software and source
code (and software licenses with respect thereto) and related documentation; customer
lists and customer information; know-how, trade secrets, inventions, discoveries,
concepts, ideas, methods, processes, designs, formulae, technical data, drawings,
specifications, data bases and other proprietary assets (collectively, “Intellectual
Property”)), and (ii) all that certain stock of merchandise, equipment, furniture, fixtures,
accounts, books, cash on hand, cash in bank, deposits, insurance policies, and choses
in action that are legally assignable, together with the proceeds of any existing non-
assignable choses in action that may hereafter be recovered or received by Assignor
(collectively, the “Assignment Estate”). Assignor agrees to execute such additional
documents as shall be necessary to accomplish the purposes of this Assignment.

(b) This General Assignment specifically includes and covers all claims
for refund or abatement of all excess taxes heretofore or hereafter assessed against or

GENERAL ASSIGNMENT
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collected from Assignor by the U.S. Treasury Department or any other taxing agency,
and Assignor agrees to sign and execute power of attorney or such other documents as
required to enable Assignee to file and prosecute, compromise and/or settle, all such
claims before the Internal Revenue Service, U.S. Treasury Department or any other
taxing or other governmental agency.

(c) Assignee is to receive said property and conduct said business,

should it deem it proper, and is hereby authorized at any time after the signing hereof by
Assignor to sell and dispose of said property upon such time and terms as it may see fit,
and is to pay to creditors of Assignor pro rata, the net proceeds arising from the
conducting of said business and sale and disposal of said property, after deducting all
moneys which Assignee may at its option pay for the discharge of any lien on any of
said property and any indebtedness which under applicable law is entitled to priority of
payment, and all expenses, including a reasonable fee to Assignee and its attorneys.

2. Payment of Fees. Assignee or such other parties identified in that certain

Compensation and Expense Reimbursement Agreement dated as of the date hereof
between the Assignor and the Assignee (the “Fee Letter”) shall be entitled to be paid
the fees and recover the costs set forth in such Fee Letter.

3. Appointment of Agents. Assignee is authorized and empowered to

appoint and compensate such agents, field representatives and/or attorneys and/or
accountants as it may deem necessary (in accordance with the Fee Letter), and such
agents and/or field representatives shall have full power and authority to open bank
accounts in the name of Assignee or its nominees or agents and to deposit assigned
assets or the proceeds thereof in such bank accounts and to draw checks thereon and
with the further power and authority to do such other acts and to execute such papers
and documents in connection with this Assignment as Assignee may consider
necessary or advisable.

4. Certain Acknowledgments Regarding Transfer. Assignor acknowledges

that certain of the assets being assigned under this General Assignment may be subject
to restrictions on the use or transfer of such assets, the unauthorized use or transfer of
which may result in further damages or claims. Assignor represents and warrants that
its officers, directors, shareholders, employees, agents, customers and other third
parties have been advised not to use, remove or cause a transfer (other than pursuant
to this General Assignment) of any of the assets of Assignor, including without limitation
the Intellectual Property, either prior or subsequent to this General Assignment, except
as expressly authorized in writing in advance, which written authorization is not
inconsistent with or otherwise may constitute a breach of any other written agreement.
Except as authorized in writing, which authorization has been disclosed in writing to
Assignee, Assignor further represents and warrants that no asset (including, without
limitation, the Intellectual Property) has been transferred, used, or removed, in whole or
in part, in a manner that interferes with the rights and interests of a third party(ies) in
such asset or otherwise may constitute a breach of any contract with such third
party(ies).

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 5. Representations and Warranties of the Assignor. Assignor represents and
warrants to Assignee that as of the date hereof:

(a) Assignor has all requisite power and authority to execute, deliver
and perform its obligations under this Assignment, including, without limitation, to
transfer the property transferred to the Assignee hereby;

(b) the execution, delivery and performance by the Assignor of this

Assignment has been duly authorized by all necessary corporate and other action and
does not and will not require any registration with, consent or approval of, or notice to or
action by, any person (including any governmental authority) in order to be effective and
enforceable;

(c) this Assignment constitutes the legal, valid and binding obligation of
the Assignor, enforceable against it in accordance with its terms; and

(d) all claims for wages, expense reimbursements, benefits and other
compensation with priority over the Assignor’s other creditors pursuant to California
Code of Civil Procedure § 1204 accrued or otherwise arising prior to the date hereof
have been satisfied in full.

6. Resignation and Replacement of Assignee. The Assignee may resign and

be discharged from its duties hereunder at any time; provided that such resignation
shall not become effective until a successor Assignee has been appointed by the
resigning Assignee and such successor has accepted its appointment in writing
delivered to the resigning Assignee. Any successor Assignee appointed hereunder
shall execute an instrument accepting such appointment hereunder and shall deliver
one counterpart thereof to the resigning Assignee. Thereupon such successor
Assignee shall, without any further act, become vested with all the estate, properties,
rights, powers, trusts, and duties of its predecessor in connection with the Assignment
with like effect as if originally named therein, but the resigning Assignee shall
nevertheless, when requested in writing by the successor Assignee, execute and deliver
an instrument or instruments conveying and transferring to such successor Assignee all
of the estates, properties, rights, powers and trusts of such resigning Assignor in
connection with the Assignment, and shall duly assign, transfer, and deliver to such
successor Assignee all property and money held by it hereunder.

7. Limitation of Liability. Assignor acknowledges that Assignee is acting

solely as Assignee in connection with this Assignment and not in its personal capacity.
As a result, Assignor expressly agrees that Assignee, its members, officers and agents
shall not be subject to any personal liability whatsoever to any person in connection with
the affairs of this Assignment, except for its own gross negligence or misconduct
knowingly and intentionally committed. No provision of this Agreement shall be
construed to relieve the Assignee from liability for its own gross negligence or
misconduct knowingly and intentionally committed in, except that:

3 General Assignment
 (a) The Assignee shall not be required to perform any duties or
obligations except for the performance of such duties and obligations as are specifically
set forth in this Assignment or required under applicable law, and no implied covenants
or obligations shall be read into this Assignment against the Assignee;

(b) In the absence of bad faith on the part of the Assignee, the
Assignee may conclusively rely, as to the truth, accuracy and completeness thereof, on
the statements and certificates or opinions furnished to the Assignee by the Assignor
and conforming to the requirements of this Assignment;

(c) The Assignee shall not be liable for any error of judgment made in
good faith, except to the extent that Assignee’s conduct constitutes gross negligence or
willful and intentional misconduct; and

(d) The Assignee shall not be liable with respect to any action taken or
omitted to be taken by it in accordance with a written opinion of legal counsel addressed
to the Assignee.

In connection with the foregoing, the Assignment Estate shall defend,

indemnify and hold the Assignee and its past and present officers, members, managers,
directors, employees, counsel, agents, attorneys, parent, subsidiaries, affiliates,
successors and assigns, including without limitation Sherwood Partners, Inc.
(collectively, the "Indemnified Persons") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including reasonable attorneys' fees and costs)
of any kind or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against any such Indemnified Person in any way relating to or arising out of
this General Assignment, the Fee Letter, any other document contemplated by or
referred to herein or therein, the transactions contemplated hereby or thereby, or any
action taken or omitted by any Indemnified Person under or in connection with any of
the foregoing, including, without limitation, with respect to any investigation, litigation or
proceeding related to or arising out of any of the foregoing, whether or not any
Indemnified Person is a party thereto, and including, without limitation, any other
Indemnified Claims (defined below), provided, that the Assignment Estate shall have no
obligation hereunder to any Indemnified Person with respect to indemnified claims to
the extent resulting from the willful misconduct or gross negligence of any Indemnified
Person. The foregoing indemnification shall survive any termination of this General
Assignment or the transactions contemplated hereby. For purposes hereof,
"Indemnified Claims" means any and all claims, demands, actions, causes of action,
judgments, obligations, liabilities, losses, damages and consequential damages,
penalties, fines, costs, fees, expenses and disbursements (including without limitation,
fees and expenses of attorneys and other professional consultants and experts in
connection with investigation or defense) of every kind, known or unknown, existing or
hereafter arising, foreseeable or unforeseeable, which may be imposed upon,
threatened or asserted against, or incurred or paid by, any Indemnified Person at any
time and from time to time, because of, resulting from, in connection with, or arising out
of any transaction, act, omission, event or circumstance in any way connected with this

4 General Assignment
General Assignment, the Fee Letter, any other document contemplated by or referred to
herein or therein, the transactions contemplated hereby or thereby, or any action taken
or omitted by any Indemnified Person under or in connection with any of the foregoing,
including but not limited to economic loss, property damage, personal injury or death in
connection with, or occurring on or in the vicinity of, any assets of the Assignment
Estate through any cause whatsoever, any act performed or omitted to be performed
under this General Assignment, any other document contemplated by or referred to
herein, the transactions contemplated hereby, or any action taken or omitted by any
Indemnified Person under or in connection with any of the foregoing, any breach by
Assignor of any representation, warranty, covenant, agreement or condition contained
herein or in any other agreement between Assignor and Assignee.

8. Reliance.

(a) The Assignee may rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, or other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties.

(b) The Assignee may consult with legal counsel to be selected by it,
and the Assignee shall not be liable for any action taken or suffered by it in accordance
with the reasonable reliance on the advice of such counsel.

(c) Persons dealing with the Assignee shall look only to the
Assignment Estate to satisfy any liability incurred by the Assignee in good faith to any
such person in carrying out the terms of this Assignment, and the Assignee shall have
no personal or individual obligation to satisfy any such liability.

9. Headings. The headings used in this Assignment are for convenience

only and shall be disregarded in interpreting the substantive provisions of this
Assignment.

10. Forwarding of Mail. Assignor authorizes the forwarding of its mail by the
U.S. Postal Service as directed by Assignee.

11. Counterparts. This Assignment agreement may be executed in

counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same document.

12. Attorneys’ fees and costs. Except as set forth in the Fee Letter, the
parties agree that each of them shall bear its own legal costs and expenses in
connection with the negotiation, drafting, execution or enforcement of this Assignment.

13. Entire Agreement. This Assignment and the Fee Letter contain the entire
agreement of the parties hereto with respect to the matters covered and the
transactions contemplated hereby, and no other agreement, statement, representation,
warranty or promise made prior hereto or contemporaneously herewith by any party
hereto, or any employee, officer, agent, or attorney of any party hereto shall be valid or

5 General Assignment
binding or relied upon by any party as an inducement to enter into, or as consideration
for, this Assignment.

14. Governing Law. This General Assignment shall be governed by and

construed in accordance with the laws of the State of California without regard to
conflicts of law principles.

15. Severability. In case any provision of this General Assignment shall be

invalid, illegal or unenforceable, such provision shall be severable from the remainder of
this General Assignment and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

16. Cooperation. Each party cooperated in the drafting of this General

Assignment and therefore this General Assignment shall not be construed more strictly
against any of the parties.

17. Time is of the Essence. Time is of the essence in the performance of and
conditions set forth in this General Assignment.

18. No Adequate Remedy at Law. Each party hereto acknowledges and

agrees that damages will not adequately compensate the other party for a breach of the
terms of this General Assignment and that, as such, each party shall be entitled to
specific performance of this General Assignment.

IN WITNESS WHEREOF the parties hereunder set their hands the day and year
first above written.

Assignor’s Federal Tax I.D. Number: PEBBLE TECHNOLOGY, CORP., a

Delaware Corporation, Assignor
Federal # 90-0739556

By: /s/ Eric Migicovsky

Its: Chief Executive Officer

Pebble Tech (Assignment for the

Benefit of Creditors), LLC, a California
limited liability company, Assignee

By: /s/ Michael A. Maidy

Its: Managing Member

6 General Assignment