Appriss Insights LLC Assignment and Assumption - 1-3-2024.pdf

January 8, 2024

Arizona Department of Administration State Procurement Office Arizona Criminal Justice Commission 100 N. 15th Ave., Suite 402 Phoenix, Arizona 85007

Re: Notification of assignment and assumption

To whom it may concern:

Appriss Insights LLC refers to the following contract (the "Agreement"):

• Solicitation No. BPM003618 dated June 18, 2021, by and between Appriss Inc. and the State of Arizona

Please be advised that on October 1, 2021, Appriss Inc. (“Seller”) completed an acquisition with TALX Corporation ("Purchaser") to transfer all the issued and outstanding membership interests of Appriss Insights, LLC, which was a wholly owned subsidiary of Seller (the "Company"), to Purchaser (the "Transaction"). In connection with the Transaction, Seller assigned to the Company all rights and obligations under the Agreement and any ancillary agreements related to the Agreement (such assignment, the "Assignment").

Please indicate by counter-signature of this letter that, to the extent applicable, you consent to the Transaction and the Assignment and waive any and all rights (including the right to call an event of default) you may have with respect to the Transaction and the Assignment under the Agreement against Seller. You agree without any further notice, (a) the Company (Appriss Insights, LLC), and not Seller, shall (i) be responsible for performance under the Agreement and the obligations thereunder and (ii) have all rights (including the right to payment), claims, credits, causes of action, defense, and rights of set-off of any kind arising out of, relating to or in respect of the Agreement and (b) your rights and obligations under the Agreement will remain the same.

Except as expressly provided herein, this letter shall not alter, modify, amend or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Agreement. Except as expressly provided herein, your consent to the Assignment shall not constitute a consent to any future assignment of the Company. This letter shall be governed by, and interpreted and construed in accordance with, the laws of the State of Arkansas, without regard to the principles of conflicts of law of the State of Arkansas. This letter may be executed in counterparts (including by facsimile or pdf), each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Sincerely, APPRISS INSIGHTS, LLC

By:

Name:

Title:

Jarrod Carnahan

VP Government and Victim Services