Celerity_AZ_-_Assignment_Consent.pdf

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Attached to
Master Agreement AZ|CTR078544
Contract number
CTR078544
Issued by
Arizona

About this file

This document is a Consent to Assignment letter dated August 15, 2025, involving Celerity Consulting Group, LLC and the Arizona Office of the Attorney General. The letter details a planned asset purchase transaction between Celerity Consulting Group, LLC and Omni-Invictus, LLC d/b/a Array, which involves the assignment of Arizona Attorney General Contract #CTR059845. The purpose is to obtain formal consent from the Arizona Office of the Attorney General for the transfer of the existing contract from Celerity to Omni-Invictus/Array.

The document indicates that the transaction specifically pertains to Celerity's e-Discovery business assets, with the anticipated closing date of August 22, 2025. While specific contract details are not fully elaborated, the letter requests the Arizona Office of the Attorney General to: (i) approve the assignment, (ii) waive any termination rights related to the transaction, and (iii) acknowledge that the notification satisfies any contractual notice requirements. The letter is signed by Damon Reissman, President of e-Discovery for Celerity Consulting Group, and Cindy Palmer, Procurement Manager for the Arizona Office of the Attorney General, confirming their mutual agreement to the contract assignment.

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Text version

August 15, 2025

Arizona Office of the Attorney General 2005 N Central Avenue Phoenix, AZ 85004

RE: Consent to Assignment of AG Contract # CTR059845 (as amended, the “Agreement”)

Ladies and Gentlemen:

We are pleased to inform you that Celerity Consulting Group, LLC (the “Company”) plans to enter into an asset purchase agreement with Omni-Invictus, LLC d/b/a Array (the “Purchaser”), pursuant to which the Company will sell and assign substantially all of its assets that are used in the operation of the Company’s e-Discovery business, including the Agreement, to the Purchaser (the “Transaction”). The parties currently expect the Transaction to close on or about August 22, 2025 (the “Closing”). The following is a link to the Purchaser’s website, which sets forth additional information regarding the Purchaser: https://trustarray.com/

In connection with the Transaction and effective as of the Closing, the Company will assign all of its right, title and interest in and to the Agreement to the Purchaser, and the Purchaser will assume the Company’s obligations under the Agreement (the “Assignment”). To the extent required by the Agreement, we are writing to respectfully request that you confirm, by signing in the space provided below, that you (i) approve of and consent to the Assignment, (ii) waive any right of termination you may have under the Agreement as a result of the Assignment or the Transaction, and (iii) acknowledge that this letter satisfies any notice requirements under the Agreement with respect to the Assignment or the Transaction. Please note that, if for any reason the Transaction is not consummated in accordance with the terms and conditions of the associated asset purchase agreement, you will be notified of the same and your consent herein shall be void and of no further force or effect.

Please evidence your consent to and confirmation of the foregoing by signing this letter below where indicated for your signature, and emailing a copy to me at dreissman@consultcelerity.com .

Your assistance and prompt attention to this request are appreciated. If you have any questions, please call me at (415) 986-9133. We respectfully request that you keep the contents of this letter confidential.

Sincerely, Celerity Consulting Group, LLC

By: _______________________ Name: Damon Reissman Title: President, e-Discovery

Acknowledged and Agreed to as of August ___, 2025:

Arizona Office of the Attorney General

By:

Name:

Title:

Cindy Palmer Procurement Manager https://trustarray.com/ mailto:dreissman@consultcelerity.com

File details come from the government source that posted it. Updated .