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High Line Software, Inc. <br />2120 Park Place, Suite 100 <br />El Segundo, California 90245 <br />City of Santa Ana <br />20 Civic Center Plaza <br />Santa Ana, CA 92702 <br />January 8th, 2024 <br />Re: PROGRAM LICENSE & SERVICE AGREEMENT #980603, the "Agreement"), <br />dated June 22"', 1998, by and between City of Santa Ana ("you") and High Line Software, <br />Inc. (the "High Line" or "we"). <br />To Whom It May Concern: <br />As you may be aware, High Line is a wholly owned subsidiary of Governmentjobs.com, Inc. d/b/a <br />NEOGOV ("NEOGOV") following NEOGOV's acquisition of High Line in 2018 (the <br />"Transaction"). This letter (this "Letter") is to (i) inform you that High Line is assigning over all <br />of its rights, obligations and liabilities under the Agreement to NEOGOV, and as a result, <br />NEOGOV will become the counterparty, to the Agreement and assume all of the rights, obligations <br />and liabilities of High Line under the Agreement which arise, or are to be performed after the date <br />hereof (the `Assignment"), and (ii) request your consent to the Assignment. <br />By signing this Letter, you herby: (i) consent to the Assignment, without modification of any <br />provision of the Agreement, regardless of any conditions, prohibitions or restrictions thereon set <br />forth in the Agreement or otherwise, (ii) waive any right to terminate, and any violation, breach, <br />or default under, the Agreement in connection with or as a result of the Assignment, (iii) waive <br />any notice requirement or review or response period contained in the Agreement that could <br />otherwise be triggered by the Assignment, (iv) acknowledge that no payment is or will become <br />due and no penalty will result as a result of or in connection with the Assignment, (v) acknowledge <br />and agree that the Agreement will remain in full force and effect and enforceable following the <br />consummation of the Assignment, and (vi) acknowledge that, to your knowledge, there are no <br />uncured defaults, breaches or events of default by High Line in the performance of any of its <br />obligations thereunder, and there are no facts or circumstances known to you which would, with <br />the passage of time or the delivery of notice, or both, constitute a default, breach or event of default <br />thereunder. <br />Please acknowledge your receipt of this Letter and your consent to the Assignment by signing <br />where indicated below and emailing a .PDF copy to Persona litvSupportgneo og v.net at your <br />earliest convenience. Signatures delivered via electronic mail (including PDF, DocuSign or any <br />electronic signature) or other transmission method shall be deemed to have been duly and validly <br />