ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMjj:NT AND ASSUMPTION AGREEMENT (the
(the
· . A--y•s, U, ,i,,,,,i
"Assignment'') is made as of
"Effective Date") by and between FSH Communications, LLC, a Delaware limited
liability company ("FSH" or "Assignor''), Value Added Communications, Inc.
(hereinafter "Assignee") and State of Washington ("State"). Assignor, Assignee and
State are sometimes collectively referred to herein as.the "Pat1ies".

WHEREAS, on or about '-{/2,/1..<>o, , FSH and State entered into that certain
Inmate Telephone Service Agieement, as amended (the "Inmate Agree1rient").
WHEREAS,· subsequent to entering into the Inmate Agreement, Assignor and
Assignee entered into certain agreements whereby Assignor agreed to transfer and
Assignee agreed to acquire certain of Assignor's inmate telephone business ·assets and
obligations.
WHEREAS, Assignor desires to assign all of its interest, rights and obligations
under the Inmate Agreement to Assignee, and Assignee desires to accept assignment of
Assignor's interest, rights and obligations under the Inmate Agreement.
WHEREAS, the Parties desire to docnment ihe formal Assignment of the Inmate
Agreement and State's consent to the Assignment.

NOW, THEREFORE, for good and valuable considerations, the receipt and
sufficiency of which are hereby aclmowledged, the Parties agree as follows:
1. Effective as of the Effective Date and subject to the terms and conditions hereof, the
Assignor transfers, assigns and sets over to the Assignee all of the Assignor's interest
in the Inmate Agreement and Assignee assumes all of Assignor's interest in the
Inmate Agreement. Notwithstanding anything in the Inmate Agreement to the
contrary, this Assignm_ent and State's consent to this Assignment shall release
Assignor from lUlY and all obligations of Assignor under the Inmate Agreement.
2. Subject to the terms and conditions hereof, Assignee hereby accepts this Assignment
and the assignment of Assignor's interest in the Inmate Agreement. Assignee hereby
· agrees to perfom1 all obligations of Assignor under the Inmate Agreement and to hold
harmless, protect and indemnify- Assignor against any and all claims, causes of action,
loss, costs, liabilities and expenses related to Assignee's perforrn�nce or non­
performance nnder the Inmate Agreement.
3 .. State hereby consents to the assignment of the Inmate Agreement to the Assignee in
accordance with the terms and conditions of this Assignment, and joins in this
Assig1m1ent for the purpose of acknowledging its consent and approval thereto.
4. This Assignment may be executed via facsimile and in several counterparts and all so
executed shall constitute one agreement binding on all Paities hereto.

5.

This Assignment shall be construed in accordance with laws of the State of
Washington, without regard to conflicts of law rules, and the parties in-evocably
consent to the personal jurisdiction of the courts of State of Washington and
irrevocably waive any objections to personal jurisdiction or venue in State of
Washington. The federal and state courts of Washington shall have exclusive
jurisdiction over any disputes arising out of. this Assignment or the Inmate
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed the Assignment as of the
dates set forth below.
"Assignee"

"Assignor"

AGREED AND
CONSENTED TO BY:

"State"

FSH Communications, LLC
100 W. Monroe St.
Suite 2101.
Chicago, Illinois 60603

Qt'2(7ffYYJe7 ,

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authorized Signature

41:kw-t&�r r--;1£.
�m/
Print Name and Title

Value Added
Commnnmications, Inc.

m�r 7iffete!i -.m:s.

'

Date·

Ge

Authorized Signature

Prmt Name and Title .
Date·

Date

S. "=1.-€ tv L-D G--(h-"\•fV'�

VIC.

State of Washington

f::>�, P<?Ar1

2

VIC
May 25, 2011

Attn: Contracts and Legal Affairs
State of Washington Dept. of Corrections
P. 0. Box 41114
Olympia, Washington 98504-1114

Subject: REQUEST FOR CONSENT

We are pleased to advise you that Global Tel*Link Corporation ("GTEL") has agreed to acquire VAC
Holding Inc. ("Holdings"), the parent of Value-Added Communications ("VAC"), in a stock transaction
(the "Transaction"). Through the Transaction, GTEL and VAC plan to combine their resources to build
an extraordinary company with the widest range of products and services available in the corrections
telecommunications industry. The Transaction is subject to customary closing conditions and is
expected to close in the next 1 to 2 months.
We are hereby requesting your consent to the Transaction for purposes of the contract(s) listed on
Annex A hereto (the "Scheduled Contract(s)") and your waiver of any violation or breach of, or default
under, the Scheduled Contract(s), arising as a result of, or in connection with, the Transaction. As part
of your consent and waiver, you confirm that (i) the Scheduled Contract(s) are in full force and effect,
(ii) the Scheduled Contract(s) have not been modified or emended other than as identified in Annex A
hereto, and (iii) VAC is not in violation or breach of, or in default under, the Scheduled Contract(s).
Your consent hereunder is conditioned on and will only become effective upon the closing of the
Transaction.
This letter is intended to be a legally binding agreement among the parties hereto and shall be
governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to any conflict of laws principles thereof.

3801 East Plano Parkway, Suite 100
Plano, Texas 75074

VIC

GTEL and VAC
Request for Consent - State of Washington Dept. of Corrections
Page 2 of 3

Please indicate your consent and waiver by signing two copies of this letter, retaining one for your files
and returning the other to us at your earliest convenience. We greatly appreciate your prompt
attention to this matter and look forward to continuing the relationship that VAC has developed with
you. Please do not hesitate to call 972.535.3363 if you have any questions.
Sincerely,
VALUE-ADDED COMMUNICATIONS, INC.

Mark Turner

GLOBAL TEL*LINK CORPORATION

Teresa Ridgeway
Printed N me
Si

President and COO
Title

Senior Vice President, Administration
Title

ACKNOWLEDGED AND AGREED:
STATE OF WASHINGTON DEPARTMENT OF CORRECTIONS

1�1>cx-

Printed Name
Signature

Co J\"iv�O's

/\l.,,_,:� s"-.v-?.<:,<

Title
Date

3801 East Plano Par_kway, Suite 100
Plano, Texas 75074

VAC

GTELand VAC
Request far Consent - State af Washington Dept. of Corrections
Page 3 of 3

ANNEX A
Scheduled Contract(s)
1) State of Washington Department of Corrections Contract No. CDOC6840
2) State of Washington Department of Corrections Contract No. CDOC6840 Amendment No. 1
3) State of Washington Department of Corrections Contract No. CDOC6840 Amendment No. 2
4) Assignment and Assumption Agreement signed by the State of Washington on August 26, 2009

3801 East Plano Parkway, Suite 100
Plano, Texas 75074