LEGACY LONG DISTANCE INTERNATIONAL, INC. DBA LEGACY INMATE COMMUNICATIONS (FKA GLOBAL TEL LINK CORPORATION)

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dAN 2 8 2021 A-2017-288-03 Co ,74 SUBCONTRACT, NOVATION, AND ASSIGNMENT AGREEMENT THIS SUBCONTRACT, NOVATION, AND ASSIGNMENT AGREEMENT ("Agreement") is entered into this 24th day of November, 2020, by and between Legacy Long Distance International, Inc. d/b/a Legacy Inmate Communications, a California corporation ("Assignor'), and Global Tel*Link Corporation, an Idaho corporation ("Assignee") (each a "Party" or collectively, the "Parties"). WHEREAS, as of the date hereof, Assignor and the City of Santa Ana (the "Correctional Facility") are parties to that certain Inmate Communications Service Agreement, No. A-2017-288, dated October 17, 2017 (the "Imnate Services Agreement") pursuant to which Assignor provides certain services to Correctional Facility; WHEREAS, on July 2, 2020, Assignor and Assignee entered into that certain Master Transaction Agreement and Asset Purchase Agreement pursuant to which Assignor has agreed to sell and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, certain assets and specified liabilities on the terns and conditions set forth therein (the "Transaction"); WHEREAS, pursuant to an Interim Services Agreement entered into by and between Assignor and Assignee, the Parties have agreed that, on and from the date upon which this Agreement is executed until the Effective Date, as defined herein, Assignee shall provide to Correctional Facility those certain services under the Inmate Services Agreement that are presently provided by Assignor (the "Subcontract"); WHEREAS, pursuant to the terms and conditions previously agreed to by the Parties, Assignor has agreed to assign, transfer, and convey to Assignee all of Assignor's rights, title, and interest in and to, and Assignee has agreed to assume the Inmate Services Agreement; and WHEREAS, pursuant to the terms and conditions previously agreed to by the Parties, Assignor and Assignee are entering into this Agreement pursuant to which (a) Assignee will become a party to the Inmate Services Agreement, (b) Assignor will novate and assign to Assignee all of Assignor's rights and obligations under the Inmate Services Agreement on the terms previously agreed to by the Parties, and (c) Assignor will be released from all of its obligations under the Inmate Services Agreement arising from and after the Effective Date (as defined below) on the terms previously agreed to by the Parties. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: 1. Effectiveness. This Agreement shall become effective as of the closing date of the Transaction relating to the Inmate Services Agreement (the "Effective Date"); provided, however, the Subcontract shall become effective on the commencement of Assignee's commencement of provision of service to the Correctional Facility. The commencement of the provision of service by Assignee to the Correctional Facility under the Subcontract notwithstanding, all of the provisions herein shall be deemed to be operative and take effect with no further action necessary