CM-2025-041 - 2/14/2025Confidential
VIA DELIVERED PERSONALLY
January 24, 2025
City of Round Rock
ATTN: Brooks Bennett, City Manager
221 East Main Street
Round Rock, TX 78664
Re: Consent to Assignment
Dear Brooks Bennett:
Arsenal Advertising, LLC, a Texas limited liability company ("Arsenal"), is pleased to announce
that an Asset Purchase Agreement is being negotiated with Madden Preprint Media LLC, an Arizona
corporation or one of its affiliates (collectively, "Buyer"), pursuant to which Buyer is to acquire
substantially all of Arsenal's assets (the "Transaction"). In connection with the Transaction, Arsenal intends
to assign to Buyer, all of Arsenal's right, title and interest in the Agreement, as defined below (the
"Assignment").
Pursuant to the terms of that certain City of Round Rock Agreement for Professional Consulting
Services Related to Communication and Marketing Services with Arsenal Advertising, LLC
approved on October 24, 2019 and Supplemental Agreement No. 1 to "City of Round Rock
Agreement for Professional Consulting Services related to Communication and Marketing Services
with Arsenal Advertising" approved on September 26, 2024 (the "Agreement") between Arsenal and
City of Round Rock (the "Company"), your consent to the Assignment may be required, and the purpose
of this letter is to request such consent. If for any reason the Transaction does not occur, this letter will
have no force or effect.
By executing this letter where indicated below, the Company is, for the benefit of Arsenal and
Buyer, and any applicable affiliates or lenders of the foregoing, (i) consenting to the Assignment, regardless
of any conditions, prohibition or restrictions thereon set forth in the Agreement or otherwise, (ii) waiving
any right to terminate, and any violation, default or breach occurring under, the Agreement as a result of
the Assignment, (iii) waiving any notice requirement or review or response period contained in the
Agreement that may be triggered by the Assignment, (iv) waiving any requirement for Arsenal or Buyer or
their respective affiliates to execute and deliver any other instruments in connection with the Assignment,
(v) acknowledging that no payment will become due and no penalty will result as a result the Assignment
and (vi) acknowledging and agreeing that the Agreement will be unchanged and remain in full force and
effect and enforceable by Buyer immediately following the consummation of the Transaction.
Please note that the Transaction is not public and is being disclosed to you in confidence in
order for us to meet our obligations under the Agreement. We request that you maintain the
confidentiality of, and not disclose, the Transaction to any third party.
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32402083,1
If the foregoing meets with your approval, please acknowledge your consent to the Assignment,
and the other matters described above by signing and returning a signed copy of this letter to Anne Marie
Schauer Arsenal Advertising, LLC, by portable document format (.pdf) at annemarieamightyarsenal.com,
as soon as possible upon receipt of this letter. The undersigned agree that this letter may be executed and
delivered in counterparts and by portable document format (.pdf) or other electronic transmission, each of
which shall be considered an original, but all of which taken together shall constitute the same agreement.
If you have any questions regarding this letter, please do not hesitate to call Anne Marie Scharrer
at 713-550-0599. Because we are attempting to close the Transaction expeditiously, your prompt attention
to this letter is appreciated. We thank you in advance for your cooperation.
Sincerely,
Arsenal Advertising, LLC
By: 6�ku fVm
Anne Marie Scharrer, Chief Executive Officer
Acknowledged, agreed and consented to,
by an authorized representative
of the Company:
BROOKS BENNETi', ycrrY F RO ° D ROCK:
By:
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