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Advantage Co I IntroductionPosted by: TonyDate: January 1, 2023I am turning 70 in 317 days and it is time for me to step aside and leave the Advantage Co to the nextgeneration of leaders and builders. As I approach 70, I am focusing on what it is I am going to do nowthat my time at the Advantage Co is coming to a close, but before I step aside, I am presenting myAnnual Report as a touchstone for the current and future leaders of the Advantage Co.This Annual Report featuring the Advantage Co’s remarkable portfolio of independently owned andoperated businesses is meant to help define what the Advantage Co is today along with the strategies,resources, and effort needed to bring our future aspirations to fruition.Although we have spent over four decades cultivating our resources to enable and grow a variety of B2Cbusinesses, the Advantage Co's focus has changed dramatically over the past several years. As weaggressively invest in the future, our growth strategy is now based on enhancing and expanding oursupport and development resources for our international B2B ambitions.At the Advantage Co, we have created a robust environment where everyone who is up to the challengehas enormous opportunities for advancement and personal equity - and now the challenge is all for thenext generation.Page 2

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Advantage Co I Mission StatementMission StatementAt the Advantage Co, we continue to help build remarkable value for our portfolio of independentlyowned and operated businesses by providing strategic resources, operating guidance, and AdvantageGlobal Resource’s comprehensive and reliable back-end support. We work collaboratively to ensureadvantageous market positioning, sustainable growth, and, when appropriate, a clear path to exit.With expertise in data governance, archiving, and security, human-augmented Artificial Intelligence,cloud architecture, software development, professional services, accounting, tax, HR, design, branding,market positioning, direct marketing, sourcing, social benefit, beauty and wellness, and food services,we are uniquely positioned to help produce significant financial returns and meaningful social impact forour independently owned and operated partnerships [along with the fulfillment of each founder’s vision].The Advantage Co has always been a builder of dreams, a builder of families, a builder of friendships, abuilder of careers, a builder of opportunities, a builder of communities, and a catalyst for social good.And today, we are poised to be a builder of almost anything we can reasonably imagine [however,building does have a cost, and that cost is found in our commitment, determination, courage, and effort].Building a Flexible MatrixTo stay ahead of the competition and to continue our ever-changing and dynamic growth,the Advantage Co helps to develop each business as a flexible matrix that enables, encourages, andensures strategic paradigm shifts through the simple restructuring of elements providingmaximum speed to benefit and market ascendancy.At the Advantage Co, we never agreed with the “if it’s not broken, don’t fix it” adage. We believe thateven if it is working well, we can still make it more effective [because we know the competition is alreadyhard at work on something new]. For us, the challenge remains to always stay relevant and ahead of thecompetition by continuously renewing, improving, and reinventing who we are.“It is not necessary to change. Survival is not mandatory.” — W. Edwards DemingIn the early years of the Stereo Advantage, we remodeled our store every February. For over 30 years,we built rooms, walls, counters, offices, or displays only to knock them down and replace them as soonas we recognized we could create and build something better. And as the consumer electronics marketevolved from turntables and 8-tracks to cassette decks to cd’s to VCRs to DVDs to MP3 players tocomputers to Spotify and iPhones, the Stereo Advantage executed strategic paradigm shifts through thesimple restructuring of its core elements to remain at the vanguard of the industry. This disruptiveapproach can be disconcerting - innovation and renewal often frustrate those who simply do not want tochange - but it continues to stoke the fire within, accelerate our growth, and secure our future viability.Be big, be a builder.Page 4

Advantage Co I Building PartnershipsIn 1993, I decided to focus on building new businesses with visionary partners. My motivation fordeveloping such diverse partnerships was to create, support, and enjoy a variety of businessexperiences with an eclectic mix of energetic builders. It has always been my goal to provide thevision, resources, and confidence necessary for the development of partnerships as a businessadventure for those willing to take the full measure of the challenge. This business model has energizedour Root Philosophy for over 40 years, and it’s been my good fortune to have worked with - andcontinue to work with - so many who have met the challenge.“Our partnership model certainly has worked well for me as it approaches 30 years on September 3,2023. I gave a speech years ago at the University of Buffalo, and someone asked me what ourpartnership model was. I told a story I’ve often recounted. Tony and I were at Brennan’s Bowery Bar inthe summer of 1993 after a round of golf. We had been discussing a possible staffing partnership, and Isaid, “I’m in 50/50. Let’s shake hands.” Tony replied, “51/49, and you’re the 51 percent majority partner.Frank can do up our partnership agreement.” I immediately responded, “Ok gr eat, see you on September3rd.” Once I got started, I memorably asked, “What is our secretary’s name? I have a few letters thatneed to get typed.” Of course, I soon learned I’d be typing my own letters and learning how importantthe ‘Save’ button was.” – Joe Kreuz, Founding Partner of AP ProfessionalsCriteria for a Successful PartnershipThe Advantage Co’s independently owned and operated businesses and partnerships each answer tofour criteria: Oxygen, Equity, Opportunity, and Lifestyle:● Oxygen is a business’s ability to provide the necessary cash flow and operating profit to sustainand grow the business.● Equity is a business’s ability to provide maximum and enduring value for the partnership.● Opportunity is a business’s ability to provide additional opportunities for everyone involved inthe business [the Root Philosophy].● Lifestyle is a business’s ability to provide for and enhance all of its participants' lives.We are fortunate to have so many opportunities that answer soremarkably well to these demanding criteria.The RecessionOver the past 40 years, we have always been well-prepared forperiodic recessions. The last recession in 2008 proved to be theimpetus for one of our most productive decades ever. Ourapproach to every recession has been to be cash strong andready to build while others are cutting back and bunkering in.Page 5

Since 1993, Joe Kreuz, Mark Pautler, and Tom Thomson have been the founding partners of morethan a dozen successful Advantage Co independently owned and operated businesses, including APProfessionals of WNY, AP Professionals of Rochester, AP Professionals of Phoenix [with JerryTenenbaum], AP Metro, iWolrd Professionals [with Guylaine DiSalvo], Advantage SystemsProfessionals, c1 Secure, c1 Advantage, PremCloud Resources, ZNZ Resources, Capax Global [withJerry Hawk and John Baiocco], Capax Resource Management [with John Baiocco], AutonomicResources [with John Keese], along with numerous other ventures.Page 6

Advantage Co I Effective ManagementThe ability to take ownership of an undertaking - and successfully deliver the desired result - is thepremier quality of effective management. As I prepare to move on, I am encouraged by the remarkableand well-seasoned management we have developed throughout the entire Advantage Co Portfolio.Executing the GameplanIn every successful pursuit, there are those that go beyond contribution and actually provide the powerto turn our intentions into reality. While dynamic leadership is essential to creating an environment wherepeople are motivated to give a 100% effort toward the desired result, we rely on management todeliver the desired result. Effective management is the difference maker. The power to turn intentioninto reality is what every endeavor requires.“Management has to be accountable for performance. Management exists for the sake of thebusiness’s results. It has to start with the intended results and has to organize the resources ofthe business to attain these results” - Peter F. DruckerWithout the power of fully aligned, fully committed, and fully engaged management, there is no focusedenergy source - and no chance of success. It is up to management to provide the resources,confidence, direction, and empowerment necessary to achieve our goals.“Every enterprise requires a commitment to common goals and shared values. Without suchcommitment, there is no enterprise; there is only a mob. It must be built on communication andindividual responsibility. The enterprise must have simple, clear, and unifying objectives. Themission of the organization has to be clear enough and big enough to provide a common vision.Management’s first job is to think through, set, and exemplify those objectives, values,and goals.Objectives are the foundation for designing both the structure of the business and the work ofindividual units and individual managers. Objectives are always needed in all key areas. Thearea without specific objectives will be neglected. Unless we determine what will bemeasured and what the yardstick of measurement in an area will be, the area itself will not beseen. Objectives, therefore, have to be set in these eight key areas: Marketing, Innovation,Productivity, Physical Resources, Profitability, Financial Resources, Human Resources, andSocial Responsibility.” - Peter DruckerPage 7

Advantage Co I PortfolioPast Performance . Present Purpose . Future NeedsAt the Advantage Co, we learn from the past, live in the present, and build for the future. The pastprovides us with precious memories, moments, and a building block for the future. The present is hereto both challenge us and provide enjoyment [and neither meeting thechallenge nor enjoying the moment should ever be delayed untiltomorrow]. And the future provides us with a chance to be all that wechoose/work to be. Based on the foundation we have built over the pastseveral years, our future is brighter than at any time in our history.Although various synergies contribute to our success, the AdvantageCo’s portfolio of independently owned and operated businesses eachhas its own unique destiny with its own future to build.Advantage Co's current portfolio includes six key verticals: InformationTechnology, Professional Services, Beauty & Wellness, Social Impact [Black Progress Matters],Properties, and Food & Beverages. Each vertical provides a variety of opportunities. [Note that thestart-ups that are planned to launch are in italics.]Information Technology Professional Services Black Progress MattersPremCloud Resources Advantage Global Resources BPX Executive StaffingZNZ Resources AP Professionals UnBiasItBFSI Data iWorld Professionals Walker Sports AuditZ Legal Data Resources Lifetime Service Katini Skinc1 Resources Walker Global Solutions M&L Devine ResourcesWCD Resources UnCarbonIt OG CultureAi Data Connect + Detect Lifetime EndPoint Resources Cocoa by CeCeFedCLOUD Resources Watch Commander Staffing Black Progress AllianceChatCheck.ai Advantage Legal & Fiduciary BP College AdvisoryArcivium for Azure Ragusa Executive SolutionsProperties Beauty & Wellness Food & BeverageWalker Center Bogavia Giancarlo’sLTS Center Lab to Beauty GrivaniDelta Apartments AdvBrands Group Ana BluThe following is a short profile of each of the Advantage Co’s portfolio of independently owned andoperated businesses, along with our key priorities for 2023:Page 8

Advantage Global Resources I AGR ProfileTracy Allen . Ian O’Neill . Jamie WelstedSince 1988, I’ve believed that the true value of the Advantage Experience was to be realized by providinga menu of readily available resources for the development and support of an eclectic mix ofindependently owned and operated businesses. Today, Advantage Global Resources [AGR] providesthe essential resources for the origination, formation, design, structure, financing, development, growth,reporting, monitoring, analytics, compliance, insurance, health care, HR, legal, security, accounting,audit, and governance of all the Advantage Co’s business adventures.Chief among our Advantage Global Resources [AGR] development and support services areaccounting, tax reporting, design, legal, and Human Resources. Accordingly, we have paidparticular attention to the advancement and evolution of these resources over the past few years.One of the most poignant and rewarding outcomes of the Advantage Co’s pandemic response has beenthe development of the entire AGR team. Forged by remarkable solidarity during the height of thepandemic and spurred on by a unity of purpose and friendship, the entire AGR team has becomeone of our strongest, most reliable, and most enjoyable resources. Apparently, my strategy withAGR to just cave has worked better than anyone expected. 2022 was arguably AGRs best year ever.Office Anywhere ProgramAGR has seamlessly transitioned to a hybrid on-premise and work-from-home [when necessary] officedynamic. This allows everyone to be comfortable, safe, and productive regardless of where they areworking from. [AGR provides each of our staff $1k a year for improving their remote office.]You can count on us.It all starts with a team that is fully aligned, fully committed, and fully engaged - which takes away theneed for continuous oversight and intrusion. This leads directly to more personal accountability andwork satisfaction. Ian is off to a great start as our manager, and having a team that looks out for eachother has certainly made his job easier. In addition to the satisfaction of AGR growing into a tight-knitand productive team, we all take great pride in how much the entire Advantage Co appreciates and relieson the work AGR is doing [for them].Over the past few years, we have had the opportunity to gain a better insight into what AGR must do tocreate the type of support that will continue to provide for the foundation, security, and confidencenecessary to enable the enduring prosperity and growth of Advantage Co as a robust business-buildingresource. To remain a potent service, AGR will continue to develop and acquire new technologies [e.g.AGR Bridge, Bill.com, Bullhorn, ChatCheckIt, CCH Access Tax, etc.] in order to push us to the vanguardof technological innovation. Sustaining and enhancing our recent success will depend, in large part, onbuilding technologically advanced resources that will enable the creation, development, operation,support, security, and governance of a variety of new opportunities, partnerships, and investments.And now we are ready for the future …Page 9

Looking back 40 years, this was our intrepid crew at the Stereo Advantage at 5687 Main Street in theVillage of Williamsville, NY. It was an amazing group of friends and builders.Crash, Audio Al, Pete, Liz, Butch, Karen, Sprout, Lizzie, Trey, Dave the K [the King of Car Stereo], Susie,Artie, Gapper, and Joanne. I’ll leave it to you to match the names to the faces. My apologies to JoeBake [who got taken out by water damage].Page 10

Advantage Co I 2023 Top 10 Priorities1. PremCloud MarketPlaceOur strategy to maximize the value of our extraordinary PremCloud Platform is based on the sale,deployment, and support of our Purpose-Built Proprietary Data Stacks through our newPremCloud Marketplace [which will be officially launched at this summer’s international conference].The PremCloud MarketPlace International Conference will be from June 27th to June 29th, and it willbe hosted at the Walker Center in Williamsville, NY. All of the PremCloud Marketplace’s Value AddedResellers, Teaming Partners, Authorized Agents, Providers, and their customers are invited.2. Direct MarketingAGR has always delivered well on development and support, but marketing, advertising, and saleshave traditionally been the responsibility of each individual business. Through a purposefulevolution, the common thread throughout the Advantage Co has been that nearly every businesshas come to rely almost entirely on its own personal-relationship marketing and sales strategy. Butour customer access is evolving, and it is now imperative for AGR to provide easily accessible andPage 11

technologically advanced direct marketing and sales support for the entire Advantage Co Portfolio.This new initiative will require AGR’s development of an internal direct marketing resource as well asproviding the support of the BPX and the PremCloud Marketplace as fully enabled two-waymarketplaces of resellers, teaming partners, authorized agents, and providers worldwide.3. BPX Executive Staffing Partnership ProgramAt Black Progress Matters, our Core Mission is to change the color of the executive suites andboardrooms in organizations worldwide through our BPX Executive Staffing placements.BPMs door-opening market positioning for social good and our readily expandable AGR backendresources have BPX Executive Staffing fully enabled for exponential growth. By facilitating BPMAdvisory Board Members and Ambassadors, teaming partners, authorized agents, and associates aspart of our BPX Teaming Partnership two-way marketplace, we are able to deliver our executivestaffing services worldwide. Our goal is to be a significant disruptor in the staffing industry bylaunching over 100 national and international BPX Teaming Partnerships over the next several yearswith BPM Advisory Board Members and BPM Ambassadors who embrace our BPM Core Mission.4. Tech and BPM StartupsTraditionally at the Advantage Co, we help build businesses for longevity with closely heldindependent ownership, but today we are also building independently owned and operatedbusinesses for specific market verticals in order to attract strategic acquirers or investors.Z Legal Data Resources [$17M], UnBiasIt [$7.5M], BFSI Data Inc [$17M], c1 Secure [{$30M], andKatini Skin [$5M] are just a few of the emerging independent owned and operated partnerships thatwe are taking to market for acquisition or strategic investment in 2023.5. AGR BridgeCurrently, PremCloud Resources is developing AGR Bridge with human-augmented AI to replace ouraging c1 Connects solution. c1 Connects is currently used extensively by AP Professionals andseveral other partnerships for timesheet and expense report submission, approvals for employeesand contractors, and for a variety of reporting and analysis. It integrates with Quickbooks andPaycom, and it is what AP Professionals rely upon for billing, invoice processing, payroll, PTOtracking, and logging permanent staffing placements. Additionally, AGR Bridge will be added to thePremCloud Platform and our Proprietary Data Stack offerings.6. Spend ManagementAlthough AGR handles payables remarkably well, we provide very little spending oversight for ourclients. In 2023, AGR will work to provide better tools, budgeting, and protocol for effective costrecognition and control to reduce costs, improve efficiency, and eliminate abuses and theft. Weneed to further develop new resources like Bill.com and our Dashboards for Kirsten, Kim, and Mattto be more effective and enable our clients to be more cost-conscious and eliminate waste and theftwith effective Spend Management.Page 12

7. Ongoing EducationAGR needs to reintroduce a robust and ongoing learning opportunity for everyone involved in theAdvantage Experience. Once again, we have let our Book of the Month Club, continuing education,and seminars lapse. We will continue to encourage management to read a relevant book a month aswell as travel to two seminars a year. It’s time to make it happen consistently.Our Harvard Business School Program got off to a great start [with several graduates in less thantwo years], but it has recently waned. AGR needs to aggressively provide and promote this andsimilar ongoing graduate education opportunities.8. Insurance Coverage and ClaimsIn 2023, AGR will be more proactive for the Advantage Co when it comes to general businessinsurance coverage rather than leaving it to each business. I think Katherine, Tracy, Kate, and Iancan make a significant difference.9. Walker Center RenovationThe Buffalo Bills are getting ready for an August 1st launch of their new Stadium Sales Center in theWalker Center, and we are strategically filling in the two remaining openings we have.In the meantime, we need to get ready for the Bills and continue to make the updates necessary tomaintain the Walker Center’s preeminence as the jewel of WNY. Having sustained significantdamage due to the epic WNY winter storm, Giancarlo’s has some great plans for their patioexpansion and additional dining room and bar renovations.10. Worldwide Stakeholder ConnectionSooner or later, we need to get around to creating a membership database that will allow us to stayin touch with everyone engaged with the Advantage Co Portfolio of independently owned andoperated businesses.We need to maximize the potential of every point of contact. It is not enough to merely satisfy theimmediate purpose of the contact; we need to recognize and maximize the potential in the future ofthe relationship. It’s not only what we are currently doing with all of our contacts that count, but alsorecognizing what is possible - and the possibilities are often limitless.As Joe Kreuz always says, we are building relationships that last a lifetime.Page 13

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UGA I Information TechnologyTom Thomson . John Baiocco . Mike McGrath . JJ Contessa . Will White . Jamie WelstedUnified Global ArchivingUnified Global Archiving [UGA] is a colloquial name we often use to reference the Advantage Co’scollection of independently owned and operated tech companies. The list of Advantage Co’sindependently owned and operated tech companies continues to grow. Currently, the list is PremCloudResources, ZNZ Resources, BFSI Data Inc, Arcivium for Azure, c1 Secure, c1 Advantage, Z Legal DataResources, ZiDOL, FedCloud Resources, UnBiasIt, Ai Data Connect + Detect, UnCarbonIt, Vita DataGovernance, Advisory Data Management, PremCloud Conative, Lifetime Endpoint Resources, andWatch Commander Data Resources.Over 25 years ago, Tom Thomson launched Advantage Systems Professionals in Pittsford, NY, as ourfirst technology partnership. Since then, our success in the tech space has been beneficial to everyonewho has had the resolve to invest, adapt, and persevere. Two of our more noteworthy tech highlightsinclude being the first to earn the FedRAMP Authority to Operate and the development of ourmarket-leading PremCloud Platform. Also worth highlighting was our successful engagement withUnited Airlines prior to the sale of our Capax Global partnership to Hitachi Data Systems. As along-time Microsoft Partner, Capax Global, under the guidance of founding partners Jerry and JessicaHawk, delivered unbelievably complex and technical solutions to some of the world’s largest companies,and their work with United Airlines was no exception. Click here: https://vimeo.com/279288962The DisruptorThis past year, we embarked on a new era in tech by introducing our market-changing PremCloudResources Purpose-Built Proprietary Data Stack Program. And, as we closed out the year, we werebusy strategically realigning the business models and clarity of purpose for PremCloud Resources andZNZ Resources [the replacement for our old Zovy Cloud and Zantaz EAS solutions, as their licensedsolutions have aged out and will soon be end-of-lifed].PremCloud ResourcesWith PremCloud Resources, we have the development, deployment, and support resources that providethe foundation of our Root Philosophy for all our tech ambitions. PremCloud is now fully enabled tolaunch new tech initiatives, products, and businesses for years to come. Most importantly, PremCloudowns its Intellectual Property. We are no longer dangling on licensed solutions. We own our destiny.ZNZ ResourcesOur new ZNZ Unified Data Stack, purpose-built by PremCloud Resources, will allow us to deliver themost advanced hosted and on-prem data Ai technologies to all our beta customers. The days of havingto explain away old software and dependence on licenses in perpetuity are finally over. The future isours … and it is being built on the PremCloud Platform and a self-renewing foundation.Two additional benefits of this new investment are that ZNZ Resources will have remarkable seniorleadership with Eric, Marco, and Ashleigh and a bounty of on-prem clients for our hosted services.Page 15

PremCloud Resources I Powered by PremCloudRonan Curran . Deniel LambrakisPowered by PremCloudPremCloud Resources creates world-class tech resources for the entire Advantage Co Portfolio andclients worldwide. It is also PremCloud Resources' responsibility to make certain that all of ourtechnologies are effectively deployed and supported with optimal functionality while operating at theirmaximum performance capabilities. That’s what Powered by PremCloud is all about.The PremCloud Services available to our PremCloud Marketplace providers, resellers, teaming partners,agents, and customers include, but are not limited to, the following:● Custom Software Development● Managed, Professional, and Hosting Services● Deployment & Training● Support & Maintenance● Solution Engineering● Full Sales Technical SupportData ArchivingData archiving is no longer simply about storing and accessing unstructured data. Data growthcontinues to skyrocket, storage capacity is running out, compliance demands are growing, and budgetscan’t keep up with the big data deluge. As data proliferates in both its bulk and value, it also becomescommensurately more at risk. Where once the tech echo chamber championed the Cloud, thenBlockChain, and now Ai and Machine Learning - the market has also matured to fully recognize andvalue the necessity of premium data management and security - both of which are the foundation ofour advanced PremCloud Platform.Data growth during economic turmoil.As we navigate this unpredictable recession, we are buoyed by the fact that data compliance, as well asbig data itself, will increase in every organization and government who are relentlessly creating massiveamounts of data that needs to be identified, archived, secured, managed, and utilized. Regardless of theeconomy, PremCloud Resources will be needed more than ever for the Ai enhanced data solutions andservices we provide better than anyone else in the world. Our Advanced Archive Express prowess willcontinue to be of strategic importance and value to all our partners, providers, and customers.PremCloud PlatformBuilding on over a decade of experience architecting, implementing, and managing enterpriseinformation archival, eDiscovery, Ai, and information governance solutions for our global customers, ournewly developed market-leading PremCloud Platform has us positioned for exponential growth.Developing and owning our PremCloud Platform’s Intellectual Property remains key to PremCloudResources' long-term development, creation of opportunities, and equity appreciation.Page 16

PremCloud Marketplace I International NetworkThe PremCloud MarketPlace is built on the premise that it is beneficial to provide a full profile andprotocol of all our phenomenal PremCloud Resources and Provider offerings for our PremCloud Networkof International Resellers, Teaming Partners, and Agents [RTAs].PremCloud MarketPlace International Summer ConferenceOur strategy to maximize the value of our extraordinary PremCloud Platform is based on the sale,deployment, and support of our Purpose-Built Proprietary Data Stacks through our new PremCloudMarketplace [which will be officially launched at this summer’s international conference].The PremCloud MarketPlace International Conference will be from June 27th to June 29th, and itwill be hosted at the Walker Center in Williamsville, NY. All of the PremCloud Marketplace’s Value AddedResellers, Teaming Partners, Authorized Agents, MarketPlace Providers, and their customers are invited.PremCloud International Network of RTA’s and ProvidersPremCloud MarketPlace is being built exclusively for our PremCloud International Network of authorizedValue Added Resellers, Teaming Partners, and Agents [RTAs], as well as all our MarketPlace Providers.The PremCloud MarketPlace will be ground zero for the marketing, presentation, sale, delivery, andsupport of all our PremCloud Resources and MarketPlace Provider offerings, while PremCloud Serviceswill continue to ensure the effective and profitable delivery, deployment, support, training, and ongoingoptimum performance of all PremCloud Platform’s products. PremCloud MarketPlace will deliver aneasily accessible and useful library of essential information on all our available offerings.PremCloud Products PremCloud Services ProvidersAdvanced Archive [$3.5M] Software Development ZNZ ResourcesAi Data Detect [$3.5M] Professional Services Arcivium for AzureData Connect [$2M] Managed Services ZiDOLData Drop [$500k] Deployment c1 ResourcesUnified Data Optic [$750k] Training UnBiasItAi Data Detect Stack [$4.5M] Maintenance & Support WCDRArchive Express Stack [$7M] Cloud Hosting FedCLOUD ResourcesFedRAMP Stack [$10M] Responsible Ai Management Z Legal DataAi Writing App [$500k] Compliance Lifetime EndPointUnCarbonItChatCheckIt.aiBFSI Data Inc.Note: PremCloud MarketPlace is an exclusive resource for our RTAs and Providers butnot their customers. Once an RTA determines which Provider best suits their customer’sneeds, they then take that customer directly to the chosen Provider. From there, the RTAand customer will work in concert with the Provider.Page 17

PremCloud Marketplace I PDS ClientsHere is an updated list of the assigned versions of the Proprietary Data Stacks being Purpose Built for independentlyowned and operated tech partnerships, along with their go-to-market status and targeted initial valuation:01.01 UnBiasIt $7M+ Currently featuring its Purpose-Built Bias Prevention PDS along with its BiasWriting App. It is being presented to Cisco and Accenture for acquisition [among several otherpotential acquirers]. As a BPM Incubated Business, Dean would go with the acquisition as theBlack Founder and CEO.01.02 Z Legal Data Resources $17M+ Currently being presented in the marketplace with 27strategic Law Firm beta accounts, an SME Account Manager, and M&S Manager.01.03 FedCLOUD Resources $20M+ Currently working on the essential FedRAMP ATO.FedCLOUD will purchase 24 strategic beta accounts in the Government & Education space, andit will provide a COO and an SME Account Manager to go along with the acquisition.01.04 ZNZ Resources $75M+ Currently not on the market, but if someone wants the whole ZNZoperation along with 170 international beta accounts, $75M would be our asking price.01.05 c1 Secure $30M Currently being put together with a PDS, c1 Advantage, c1 Secure, and 9 ofour IT and Telecom strategic beta accounts. The entire staff of c1 would go with theacquisition along with all of the c1 accounts.01.06 BFSI Data Inc $17M+ Currently being put together with a BFSI PDS, 34 strategic betaaccounts, and an SME Account Manager to go along with the acquisition.01.07 Arcivium for Azure $9M+ Currently under construction featuring Journaling as a Service inits PDS with no strategic beta accounts or SME.01.08 UnCarbonit $17M Currently being prepared for acquisition. It will have 12 strategic betaaccounts from our Energy, Power, and Utilities sector, including 5 hosted accounts. TheFounding Partner, Dan Burgio, would be willing to go with the purchase. We are looking for anactive Black partner to possibly make this a BPM Incubated Business. UnCarbonIt.com01.09 Data Connect + Detect $7M+ Currently under construction with the $7M Ai Data DetectBundle and no strategic beta accounts or SME.01.10 Vita Data Governance $17M+ Currently being developed with a Health Care & Life SciencesPDS, and it will include 13 strategic beta accounts. VitaDataGovernance.com01.11 Advisory Data Management $17M+ Currently being developed with an Advisor y andAccounting PDS, and it will include 8 strategic beta accounts. AdvisoryDataManagement.com01.12 Lifetime Endpoint Resources $15M+ Currently being built with a PDS and additionalresources for EndPoint Management. LifetimeEndPointResources.com01.13 Logix Archiving $17M+ Currently being developed with an Industrial, Manufacturing,Transportation, and Logistics PDS, and it will include 23 strategic beta accounts.01.14 Watch Commander Data Resources $9M+ Currently being prepared for acquisition. TheFounding Partners, Marc Remington and Ross Anthony would both be willing to go along withthe acquisition. We are looking for an active lead Black partner to make this a BPM IncubatedBusiness. There is a possibility of acquiring a few Law enforcement strategic beta accounts.01.15 RXS Data Stack $7M+ RXDataStack.comPage 18

PremCloud Network of RTA’s is an international selling resource.The aim of PremCloud MarketPlace is to make referrals and sales possible worldwide by providing avenue for all of our RTA’s with authorized access to all of our diverse Provider Offerings. PremCloud’sInternational Network of RTA’s will seek out new customers through their own marketing and salesinitiatives. Our RTA’s have potential customers everywhere. In fact, everyone that our PremCloudNetwork of RTA’s touches is a potential customer.The ideal PremCloud MarketPlace RTA already has an existing customer base. Their ability to leveragethese relationships will enable the RTA to sell our MarketPlace Provider offerings to their customers,which in turn will advance their relationship as well as provide additional revenue and earnings … and ifthe RTA creates even just an introduction that in turn generates a business opportunity for a MarketplaceProvider, that RTA will be commissioned appropriately by the Provider for the resulting paid business.The PremCloud MarketPlace is also an opportunity to promote all of our PremCloud Platform Resourcesfor new partnerships throughout our global network.PremCloud MarketPlace Provider App StoreWe will begin by building a PremCloud Marketplace full of our premium UGA Provider Offerings that canbe profitably and effectively sold by our International Network of RTA’s. All of our PremCloudMarketplace Provider services, programs, and products will be fully vetted for the RTA’s customers’assurance that they are receiving the finest resources befitting their specific needs.PremCloud Network AccessOnce the PremCloud MarketPlace helps to identify everything our Providers have to offer, the Providerwill make it all accessible to our PremCloud International Network of RTA’s worldwide. This accessneeds to include the protocol for sales support and fulfillment, along with the commensurate benefit andcommission programs.Note: In order to be eligible for any compensation, the PremCloud MarketPlace RTA will needprior Authorization-to-Present from the Provider before any offering introduction to a customer.Our PremCloud Marketplace offerings will be packaged and presented by the Providers in a way that isattractive to our RTA’s for their referred customers; we need to fire their imagination with all that ispossible. The PremCloud Marketplace will make it all available on our password-protected website.The Provider Smart Card will fully enable the PremCloud MarketPlaceThe products, programs, solutions, and services our PremCloud Marketplace Providers offer are asdiverse as they are outstanding. Before we get going on our strategy to coordinate, generate, andfacilitate sales through our PremCloud Marketplace website, we have to begin by having each Provideridentify all of the Offerings they will have available to sell. The first thing the Provider will have to do,therefore, is identify everything they are making available to our RTA’s with our Smart Cards.In order to maximize the PremCloud MarketPlace’s selling potential, the RTA’s will need to know thesimple basics of every PremCloud MarketPlace offering and transaction, including, but not limited to,Page 19

what the Offering is, what it does, what it costs, how it is sold, how it is deployed, how it is supported,and how the RTA is going to get paid for selling it. The Provider Smart Card will be a single source oftruth for every Provider offering. The production of the Smart Card is the responsibility of the Provider.1. The PremCloud Marketplace Provider OfferingsThe Provider Smart Card will start by introducing the Provider’s offerings [e.g. product, service,solution, resource, etc.] that are being made available through the PremCloud Marketplace -along with the cost and the ideal customer for a particular offering [and why].2. CompensationThe Provider shall pay to the RTA a commission, fee, or profit-sharing as set forth in thenegotiated agreement between the RTA and the Provider for the successful engagement of theReferred Customer, subject to the terms of the agreement by and between the Provider and theRTA’s Customer for such an engagement. A successful engagement is defined as paymentreceived by the Provider from the Referred Customer.3. Value = Benefits - CostDetailing the value proposition for each Provider offering is a key component of the PremCloudMarketplace strategy. A value proposition is a promise of value to be delivered along with a firmbelief by the customer that the desired value will be experienced. The customer must believethe value received will be significantly greater and more rewarding to them personally than thecost associated with its acquisition.The Provider Smart Card will aid the authorized RTA in selling or referring the Provider’s offeringto potential customers by detailing the four most important points that should speak to the directbenefit the customer will receive.4. Selling & FulfillmentThe Provider Smart Card will provide the logistics regarding how referring or selling a Provideroffering is carried out by the RTA in conjunction with the Provider, as well as defining thechain-of-custody in regards to the customer and the fulfillment of the sale.International RTA SupportProviders will offer various RTA training and certification programs, sales and marketing support,migration support, access to the code base, and RTA incentive programs. It is essential that all RTA’sare signed up on a well-defined protocol of engagement.Page 20

PremCloud Marketplace I RTA Agreement DraftAfter a review of your application as an authorized Value Added Resellers, Teaming Partners, orAuthorized Agents [RTA’s], you will be authorized to sign the PremCloud MarketPlace RTA Agreement[see below]. This agreement outlines the terms and conditions of your PremCloud MarketPlaceparticipation and responsibilities.This Memorandum of Understanding [“MoU”] was prepared on ____________________, 2023,by PremCloud MarketPlace for all of its authorized Value Added Resellers, Teaming Partners, andAuthorized Agents [“RTAs” and “Referring Parties”] and MarketPlace Providers [“Providers”] for thepurpose of entering into a working relationship for the incubation, development, and performance of thePremCloud MarketPlace.Whereas PremCloud MarketPlace and its RTAs and Providers [“Parties”] are desirous of entering into anMoU between them setting out the working arrangements that each of the parties agrees are necessaryto advance their mutually beneficial working relationship.Whereas the purpose of this MoU is to provide a framework for PremCloud MarketPlace’s desire toprovide a full profile and protocol of all its Provider offerings for its PremCloud Network of InternationalResellers, Teaming Partners, and Agents [RTAs].Whereas PremCloud MarketPlace will deliver an easily accessible and useful library of essentialinformation on all our available offerings. The MarketPlace will facilitate and enhance opportunities forthe PremCloud Network of International Value Added Resellers, Teaming Partners, and Agents [RTAs]while enabling advantageous and frictionless intracompany participation. As the list of Provider offeringsgrows, the PremCloud Network International Network of RTAs should grow and prosper as well.Whereas RTA’s desire to refer and/or sell potential end users [“Customers”] to a PremCloud MarketPlaceProvider [each, a “Referral”] and the Provider desires to reward the RTA [“Referring Party”] for suchReferrals by paying a commission, fee, or profit share [each a “Commission”] to the RTA pursuant to theCommission schedule negotiated by the Provider and RTA.Now, therefore, in consideration of the mutual promises and conditions contained in this Agreementand other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties hereto agree as follows:1. The Purpose of the PremCloud MarketPlaceThe PremCloud MarketPlace is a two-way marketplace for the identification and connection ofall the PremCloud Resources and MarketPlace Provider offerings with approved Value AddedResellers, Teaming Partners, and Authorized Agents.2. ExclusivityThe PremCloud MarketPlace is being built exclusively for PremCloud Resources’ InternationalNetwork of authorized RTA’s and Providers but not for the use of their Customers.Once an RTA determines which Provider best suits their potential Customer’s needs, they willregister that Customer with the PremCloud MarketPlace and then take that Customer directly toPage 21

the chosen Provider. From there, the RTA and Customer will work in concert with the Provider.3. EligibilityIn order to be eligible for the payment of any Commission hereunder for a Referral provided to aProvider, the referred engagement may not be with any current Customer of the Provider.Provider management shall verify and approve, in writing, within seven [7] days of the receipt ofany Referral whether such proffered Referral is eligible for a Commission hereunder.All possible Referrals must be listed in the PremCloud MarketPlace Referral Registry [Exhibit B]and pre-approved by the PremCloud MarketPlace and Provider in writing. If the Referring Partyrefers additional new Customers to the PremCloud MarketPlace after the date of this agreement,the parties will update Exhibit B to reflect such. The amended Exhibit B must be signed anddated by both parties for the amended to be binding.The PremCloud MarketPlace reserves, in its sole and absolute discretion, the ability to accept orreject any proffered Referral, and the Parties hereby acknowledge that the PremCloudMarketPlace shall only accept those Referrals where the PremCloud MarketPlace’s productsand/or services can be reasonably and successfully provided.2. CommissionsThe PremCloud MarketPlace Provider shall pay to the Referring Party a Commission as set forthin the negotiated agreement between the Referring Party and the Provider for the successfulengagement of the Referred Customer, subject to the terms of the agreement by and betweenthe Provider and the Referred Customer for such an engagement. A successful engagement isdefined as payment received by the Provider from the Referred Customer.Commissions shall be paid within fifteen [15] business days from the payment of the fee beingreceived for which the engagement is successfully completed. Referring Party hereby waivesany claim to interest or penalty, for any reason whatsoever, as a result of the late payment of anyCommission due hereunder. The Commission rates may be amended from time to time asmutually agreed to by the Parties.For the avoidance of doubt, commissions are payable by the Provider to the Referring Party onlyon the initial successful referred engagement by and between the Provider and the Customerreferred by Referring Party. Additional sales made by the Provider to the referred Customerbeyond the initial successful referred engagement are not commissionable to the Referring Party.For the avoidance of doubt, commissions are payable by the Provider to the Referring Party onall successfully referred engagements for two years [measured from the date of receipt of thefirst signed SOW or PO] by and between the Provider and the partner referred by Referring Party.Payments for all commissions described herein shall be exclusive of any and all withholding andpayroll taxes, and the Provider will issue to Referring Party a 1099 in connection with anycommission paid hereunder. This agreement shall not in any way create any employmentrelationship between the Parties.3. Confidentiality All PremCloud MarketPlace Provider Customers are confidential. Except as set forth in thisAgreement, Referring Party agrees not to refer any Referral sent to the Provider to a competingcompany or in any manner refer the same engagement to both the Provider instance; [iii] that itshall not make use of any the Provider Confidential Information for its own purposes [except asPage 22

necessary to fulfill its obligations under this Agreement] or for the benefit of anyone other thanthe Provider; and [iv] that [A] upon the expiration or termination of this Agreement; or [B] at anyearlier time the Provider may so request, the Referring Party will deliver promptly to the Provider,or, at the Provider option, the Referring Party shall destroy all memoranda, notes, records,reports, media and other documents and materials [and all copies thereof] regarding or includingany the Provider Confidential Information that the Referring Party may then possess or haveunder its control, except for information stored solely in computer back-up form. The ReferringParty further agrees that it shall comply with such policies and procedures relating to thestorage, safeguarding, retention, and destruction of Customer or other data as may becommunicated by the Provider from time to time. The confidentiality restrictions containedherein shall survive indefinitely.4. Miscellaneousa. Term. The Term of this Agreement shall be two [2] years. Either Party may terminatethis Agreement at any time for any reason upon thirty [30] days' written notice to theother Party. In no event shall a cancellation of this Agreement affect any Commissionsdue or accruing at the time of such cancellation.b. No Relationship. It is understood that the Parties are independent agents engaged inthe operation of their own respective businesses. Neither Party is or is to be consideredas, the agent, representative, or employee of the other Party for any purposeswhatsoever, and no agency, partnership, joint venture, or employee-employerrelationship is intended or created by this Agreement. Neither Party has the authority to bind the other Party or assume any obligations for oron behalf of the other Party or to make any warranties or representations for or on behalfof the other Party. This Agreement does not create an exclusive relationship betweenthe Parties. Neither Party shall look to the other under any circumstances whatsoeverfor workers’ compensation, disability, health, or any other employment or insurancebenefit.c. Governing Law and VenueThis Agreement shall be governed and construed in accordance with the laws of theState of New York without regard to its choice of law provisions. Any dispute, action, orclaim arising out of this Agreement shall be adjudicated in a court of competentjurisdiction located in Erie County, New York.d. Counterparts. This Agreement may be executed in any number of counterparts. It isnot necessary that both Parties sign all or any one of the counterparts, but each Partymust sign at least one counterpart for this Agreement to be effective.e. Entire Agreement. This Agreement constitutes the entire Agreement between theParties regarding the subject matter contained herein and supersedes all prior andcontemporaneous undertakings and assignments of the Parties, whether written or oral,with respect to the subject matter herein.f. Amendment. This Agreement shall not be amended except by a written amendmentexecuted by both Parties.g. Waiver. No waiver of any provision of this Agreement or any breach thereunder shall bedeemed a waiver of any other provision or subsequent breaches hereof, nor shall anyPage 23

such waiver constitute a continuing waiver. Delay or failure of either Party to insist onstrict performance or observance of any provision of this Agreement or to exercise anyrights or remedies hereunder shall not be deemed a waiver. No Party may waive any ofits rights or any obligation of the other Parties or any provision of this Agreement exceptby an instrument in writing signed by that Party.h. Assignment. This Agreement and the rights and obligations of Referring Partyhereunder, may not be assigned or delegated without the prior written consent ofPremCloud MarketPlace and the Provider. Any other attempt to assign this Agreement,or any rights or obligations hereunder, in contravention of this Agreement shall be nulland void.In witness whereof, the Parties have executed this Agreement on the date set forth above.PremCloud MarketPlace By: __________________________________________ Date: ______________________Title: _________________________________________RTABy: __________________________________________ Date: ______________________Title: _________________________________________Link to my blog: https://tonywalkerpost.com/Page 24

PremCloud Marketplace I Our Global ClientsAlder King LLPAMBANK (Malaysia) BerhadAmerican International IndustriesAmpersand Capital PartnersAPTIMArch Insurance Group Inc.Artemide Group SPA [Gruppo Artemide Italy]Ascension HealthAspen PharmacareAvenue Capital GroupAveris Hong KongAveris [Kuala Lumpur & Singapore]AWA Patent ABBank MuscatBarclaysBarings Investment Services LimitedBarratt Developments PLCBayernInvestBentallGreenOak (U.S.) Limited PartnershipBlank Rome LLPBonelliErede (aka. Studio Bonelli)Bonneville Power AdministrationBristol Water PlcBroadcomBruce Power L.P.Burnet, Duckworth & PalmerCaerphilly County Borough CouncilCanadian Dental AssociationCancer Specialists of Northern Florida (used tobe ICON)CENTENE CorporationCentraState Medical CenterCharles Schwab & Co, Inc.Choate, Hall & StewartCIT - West Chester TownshipCity National BankCity of San DiegoCobelfret (dba CLdN IT SA)COCCCodan (Canada) Inc.Compex Legal Services, Inc.Compliance IT Solutions LLCCredit Guarantee Insurance Corp of Africa Ltd.CyberCodersDeGolyer and MacNaughtonDelek USDeloitte (UK & Switzerland)Deloitte General ServicesDepartment of Social ProtectionDkv Mobility Services Business CenterDoehler GmbHEDF Energy PlcEnterprise Bank & TrustEpson Europe BVEssentia Health System (aka SMDC)European Central BankEuropean Fund Administration (EFA)EY Global Services LimitedFedCLOUD ResourcesFeilden Clegg Bradley StudiosFlorida Dept. of Law Enforcement (FDLE)Foley Hoag LLPGAM (UK) LtdGeller & organization LLCGeneral ElectricGeorgia Department of LawGloucestershire County CouncilGoblet Lavandier and Associes S.A.Goodwin Procter LLPGulf International Bank (UK) LimitedGunderson DettmerHaron Services F.K.A ETHENEAHilco GlobalHogan Lovells US LLPHollingsworth LLPHuntington National BankHunton Andrews Kurth LLP (fka. HuntonWilliams)IKO IndustriesInspira Health NetworkIslington CounciliStar FinancialITC Holdings Corp.J.M. Huber CorporationPage 25

JMP Securities LLC, Research DivisionKaleida HealthKansas City Police DepartmentKirkland & Ellis LLPLatham & WatkinsLeonhard Kurz Stiftung & Co KGLloyds Banking GroupLogwin AGLondon Borough of BromleyMarex GroupMannheimer SwartlingMaverick Services, LLCMBDA UK LimitedMcDermott InternationalMcDermott Will & Emery LLPMcKesson CorporationMeketa Investment Group, Inc.Metropolitan Water District of SouthernCaliforniaMorgan Stanley Securities - Mitsubishi UFJ(MUMSS)Muckle LLPMUFG Bank [Bank of Tokyo]National Bank of Egypt (UK) LimitedNetwork RailNew Jersey Hospital AssociationNew Zealand Energy Efficiency andConservation AuthorityNomura International PlcNorth of England P&I Association Ltd NEPIANorthwood UniversityOaktree Capital ManagementOrange County Dept of EducationOregon Department of TransportationPalm Beach CountyParadise CanyonPI Financial Corp AKA Pacific InternationalFinancial CorpPillsbury Winthrop Shaw Pittman LLPPNM ResourcesPolytypeProvost & Pritchard Engineering Group IncQuilter PLC (formerly Old Mutual Wealth)Redstone Federal Credit UnionRembrandt IP Management LLCRiemer & Braunstein LLPRolls Royce SolutionsRopes & Gray LLPRosling King LLPSan Diego Police DepartmentSandberg, Phoenix & Von Gontard P.CSandy Spring Bancorp, Inc.Shearman & Sterling LLPShell Int'l Trading Shipping CoSignal EnergySimpson Thacher & Bartlett LLPSirius XM Radio Inc.Software AGSouth Sound 911Southern Health & Social Care TrustSS&C Technologies Inc.Steptoe & Johnson LLP (US)Steptoe & Johnson, LLP (EMEA)Tacoma Pierce County Health DepartmentTDSTelhioTGS-NOPEC Geophysical organization L.P.ThyssenKruppTorbay CouncilTorys LLPTourism Ireland LimitedTroutman PepperTruworths International LimitedUGL LimitedUnBiasItUnisysUniversity City HousingUniversity of VirginiaViatris (fka Mylan Inc.)VodacomW & R Corporate LLCWalsh, Pizzi, O'Reilly, FalangaWillcox and SavageWillett Advisors, LLCWorld Bank GroupZ Legal Data ResourcesZNZ ResourcesZoomPage 26

Proprietary Data Stacks I Market AdvantageCompetitive Advantage vs Market AdvantageA competitive advantage refers to the factors that allow a company to produce goods or deliver servicesbetter or more cheaply than its rivals. These factors allow the productive entity to generate more salesor superior margins compared to its market rivals. Although the competitive advantages that are foundin features, performance, and price are critical to success - they often prove to be ephemeral. Inevitably,there will be a competitor who is capable of copying or exceeding most advantages … unless, ofcourse, you have a disruptive Market Advantage. Therefore, we are not only working to developcompetitive advantages but also looking to build on a sustainable and disruptive Market Advantage.The Stereo Advantage’s Disruptive Market AdvantageWhen I started the Stereo Advantage in 1978, we had very few competitive advantages. We had a 450sq’ store and $8k. What we did have going for us, however, was a disruptive Market Advantage.When we started out, I had to do most everything myself [until Audio Al came along]. With friends likeJoel Goldberg and Eric Wobschall pitching in, we did the construction, plumbing, carpentry, wiring,electrical, ordering, stocking, selling, installations, accounting, tax preparation, marketing, sign making,cleaning, service, and anything else that the business demanded. This allowed us to work at anextremely low margin with minimal expenses [other than $350 in monthly rent]. In fact, the StereoAdvantage’s original gross profit margin was a mere 11%, which provided us with not only enoughoxygen but, more importantly, a decisive and disruptive Market Advantage.The dominant stereo Shop in the WNY market in 1978 was Stereo Plus. They did about $3M a year at agross profit margin of 40%. This meant that they had a gross profit of $1.2M. And with about $1M inoverhead, they were able to generate a tidy $200k+ profit [which, at that time, was a very handsomepaycheck]. But when the Stereo Advantage came along at an 11% gross profit margin, they couldn’tcome down and fight with us in the low-margin muck. Their business model made it impossible forthem to compete with us. If they limboed on down to 11%, their gross profit would have plummeted to$330k, and they would have been out of business in half a year. So, their only strategy/hope was for theStereo Advantage to go away. We didn’t, and they did go out of business.This disruptive Market Advantage allowed us to build the Stereo Advantage with essentially nocompetition for almost six years [until Silo built the world’s largest consumer electronics store severalmiles from us]. Of course, once Silo came to town, we had to focus on our competitive advantages, butwe always kept an eye out for another Market Advantage, and by 1991 we found one - but that’s enoughabout the Stereo Advantage. Let’s get back to the data archiving story …The Search for a Data Archive Market AdvantageEver since 2014, when Capax Discovery LLC started acquiring the ill-fated Hewlett Packard licenses inperpetuity for Nearpoint, CAMM, EAS [which had been end-of-life’d by HP], and HPCA - we have beenaggressively investing in building our own advanced data solutions on our PremCloud Platform [e.g.Data Connect, Ai Data Detect, Data Drop, Advanced Archive, Unified Optic, etc.] and, just asPage 27

importantly, we have been relentlessly searching for a sustainable and disruptive Market Advantage.PremCloud Resources’ Disruptive Market AdvantageI know how proud everyone at Zantaz EAS and Zovy Cloud were of their ability to deliver their old datasolutions as a service, but the fact of the matter is that the business model with their aging licensedarchive software had minimal if any, competitive advantages [with absolutely no disruptive MarketAdvantage]. This is a fact we cannot avoid. And although their upgraded solutions provided somemarginal performance advantages over our rivals, they still didn’t provide a competitive technology edgeas a driver of their software and services [as the declining revenues from their old licensed CAMM,Nearpoint, EAS, and HPCA archive solutions continued to prove out].However, if we look at PremCloud Platform’s advanced containerized Ai dataresources from a product-centric perspective - brought to market exclusivelyby our Proprietary Data Stack Program - we can create an absolutelyremarkable and sustainable Market Advantage.PremCloud Resources’ sustainable and disruptive Market Advantage is that no one can match ourPurpose-Built Proprietary Data Stack offering [which includes the ownership of both the IT andSource Code] without completely compromising their business model.Smarsh, Mimecast, Digital Safe, EV Vault, Global Relay, Proof Point, Microsoft, et al will never be able tooffer their archive customers ownership of the IP, ownership of the Source Code, or even real ownershipof the data. It’s anathema to their business model. The ownership of their core IP and source code isessential to their business model, while the ownership of their customers’ data is essential to theretention of their annually recurring revenue stream [and their profit]. They will never be able [or willing]to offer what we can offer, deliver, deploy, and support [at a ridiculously low price of only $7M].Our Proprietary Data Stack Market Advantage is unmatchable because we provide our customers:➔ Ownership of their Data Stack’s Intellectual Property➔ Ownership of their Data Stack’s Source Code➔ Ownership and Full Control of their DataMarket CalcificationData archiving and storage is a mature sector where industry leaders have already carved out their nichewith marginal competitive advantages. And rather than being embroiled in a competitive market buoyedby Ai innovation, there is lethargy - and growth is generally driven only by acquisition. The data archiveand management market is ripe for disruption.The data archive and management industry is so entrenched in its repetitive business model that itwould never even consider providing its customers with ownership of their IP, Source Code, or Data.This gives our PDS offering an unmatchable Market Advantage. I believe that it will be years [if ever]before we will have to compete directly with someone mimicking our unique business model.Page 28

Proprietary Data Stacks I Ownership BenefitsPremCloud PlatformPowered by PremCloud, our new PremCloud Platform unifies, secures, and manages data as a valuableresource to unlock its full potential. The PremCloud Platform is an integrated set of internally developedData Connect, Ai Data Detect, Data Drop, Archive Express, and Unified Data Optic technologies thatcollectively meet an organization's end-to-end data management, governance, and security needs. Itenables the connection, acquisition, integration, detection, analytics, storage, cleansing, compression,disposal, preparation, access, search, delivery, monitoring, security, and compliance governance ofdata.And Users Worldwide Love Us …Solutions built on our PremCloud Platform are currently deployed by an eclectic mix of market-leadingenterprise organizations worldwide [e.g. Llyod’s Bank of London, Latham & Watkins, GE, StandardCharter Bank of Singapore, City of San Diego, Bloomberg, etc.]Proprietary Data StackRonan Curran, President of PremCloud Resources, and his team have enthusiastically embraced thePremCloud Platform as the catalyst for our future development with a clear eye on bringing ourProprietary Data Stacks successfully to market. Each Proprietary Data Stack, like the new ZNZ UnifiedData Stack, is purpose-built with human-augmented Ai for the maximum data performance and securitydemanded by our client’s vision, offerings, and market objectives.Potential acquirers of a Purpose-Built Proprietary Data Stack are data tech service providers whocurrently lack the distinct competitive advantage our Proprietary Data Stack can provide them in theirmarket vertical. By acquiring their own advanced data archive and Ai data management solution, anacquirer can immediately extend their offerings to their clients worldwide. Each Proprietary Data Stack ispurpose-built specifically to meet the acquirer’s critical and strategic market needs. Proprietary DataStacks are built for immediate market penetration, disruption, impact, deployment, and ascendancy.Market ValueMost importantly, the acquirer of a Purpose-Built Proprietary Data Stack will undoubtedly gain significantmarket value with full ownership of their Ai data resources and IP. Licensing, private labeling, oroutsourcing the key resources and IP demanded for their deliverables only diminishes the acquirer’sPage 29

market value. Clearly, enterprises like Microsoft, Bloomberg, Salesforce, and countless others punctuatethe real market value of owning your intellectual property.Customer RetentionReducing customer attrition is critical for every data tech service provider. With PremCloud’s peerlessAdvanced Archive, a data tech service provider will be able to archive and hold their customer’s data inan ongoing engagement that transcends their current temporary and easily replaceable data services.Nothing in the data management food chain is more ‘sticky’ than data archiving.New Customer AcquisitionThere are a variety of advantages a Proprietary Data Stack offers when it comes to acquiring newcustomers. Most importantly, the acquirer can now offer a more complete data management solutionthat exceeds their competitor's capabilities. This will not only allow the acquirer to dominate in theircurrent market space, but it will also provide them with a tremendous competitive advantage as theyexpand their market reach. Their Proprietary Data Stack is the tip of the spear.Cost SavingsNot only are there numerous competitive and market benefits to the acquisition of a Proprietary DataStack, but there is also the material advantage of being able to provide customers with considerablecost savings through the sizable reduction of their stored and archived data … and everyone appreciatesa provider who saves them money.Universal On-Premise and Hosted DeploymentA Proprietary Data Stack has eliminated the disadvantage of having to choose between on-premise andhosted data by presenting a more nimble paradigm for the location of data and the software solutionswe offer. Our new Proprietary Advanced Archive Data Stack Hosting solutions provide users with asecure, fully managed environment for all their data archives, data governance, and data-analytic needsacross multiple deployment options worldwide.Our Advanced Archive supports On-Premise, Co-Located, Private Cloud, or single tenancy Hosteddeployments. This includes full deployment in the Azure Cloud. [Many Azure users have ESAs that callfor more of a presence in the Azure Cloud, and the deployment of the Proprietary Data Stack’s AdvancedArchive would be of considerable benefit at very little extra cost.]A Proprietary Data Stack is Market Ascendant and Recession-ProofData archiving is an increasing necessity that will remain relevant and vibrant regardless of advances inArtificial Intelligence, Block Chain Technology, the Internet of Things, Business Intelligence, QuantumComputing, etc. These advances will surely create even more data that must beeffectively managed and securely archived.Data growth and compliance demands continue toskyrocket. Storage capacity is running out, backups aretaking longer, and budgets can’t keep up with theunstructured data deluge. We are the answer.Page 30

Proprietary Data Stacks I Go-To-Market OfferingsThe PremCloud Platform is made up of four key components: Data Connect [$2M], Ai Data Detect[$3.5M], Data Drop [$500k], Advanced Archive Express [$3.5M], and Unified Data Optic [$750k] withthree basic deployments: On-Premise [$500k], Cloud [$250k], or FedRAMP ATO Cloud [$3M]. Each isavailable ắ la carte or in a Proprietary Data Stack Bundle.Purpose-Built Proprietary Ai Data Detect Stack [$4.5M]Included in the Ai Data Detect Stack are Data Connect [$2M], Ai Data Detect [$3.5M], Data Drop [$500k],and Unified Data Optic [$750k] with Cloud Deployment [$250k].Bought separately [$7M].Strategic Add-OnsPremCloud Resources is available to facilitate any and all add-ons requested. Here are some of themost requested add-ons:● Advanced Archive Express with Cloud Deployment [$3.5M]Available Q4 2024● FedRAMP ATO Deployment [$3M]The FedRAMP ATO Deployment is for providers or users who want our complete solutionfeaturing our Advanced Archive Express with a FedRAMP-authorized cloud deployment.On-Premise Deployment [$500k]For the on-premises implementation (or acquirer's private cloud), we will design a "kit" preloadedto support a Proprietary Data Stack with 250 TB of data.● Staff Training and Augmentation Traunches [$250k each]The staff training and augmentation will focus on administering, configuring, supporting,troubleshooting, and monitoring the Proprietary Data Stack components.● Transition to Operations [$500k]This add-on will ensure that the acquirer is set up for success to take ownership of the SourceCode and integrate the Proprietary Data Stack components into their current DevOps workflows.PremCloud will need to understand what code repository they utilize, bug tracking systems (ifdifferent), implement CI/CD pipelines, ensure they have dev, test, UAT, and productionenvironments up and running without issue, and likely a few other phases. We will have toperform several workshops to collect this information upon acquisition and be prepared to applya prescriptive approach to get these elements up and running.● Updates & Development Traunches [$250k each]Payment OptionsOnce the deliverables and final price are determined, there will be a couple of payment options.Payment in full is always the most preferable option. We offer a 5% discount for full payment within 30days of delivery or payment of half on delivery and half paid in 8 quarterly payments at 0% interest.Page 31

ZNZ Resources I New Business on a New PlatformEric Carpenter . Marco Pizzolo . Ashleigh BerstThe ZNZ Story - New Business on a New PlatformAs part of the Advantage Co’s Tech Portfolio, ZNZ Resources is a new, fully integrated, and independenttechnology company that already possesses a rich and remarkable legacy. Over the past several years,the foundation of ZNZ Resources has been laid through our build-and-acquire model to create incrediblevalue as the world's premier data archiving provider.After ten years of various development strategies, I believe that we have firmly established thefoundation of ZNZ Resources with our remarkable advanced on-premise and hosted archiving solutions,Ai data technologies, premier worldwide Beta Accounts, aligned and energetic leadership, and profitablerevenue stream. It is this foundation, along with the full ownership of our IT and Source Code, that weare going to build ZNZ’s future. Most importantly, our premier Beta Accounts provide us withremarkable opportunity and equity value in several distinct ways that we are committed to realizing.ZNZ Unified Data StackOur new ZNZ Unified Data Stack, purpose-built for us by PremCloud Resources, is a highly available,secure, and continuously updated human-augmented Ai solution stack that is based on our advancedPremCloud Platform technologies [Data Connect, Ai Data Detect, Data Drop, Advanced Archive, etc.] allavailable and administered through our Unified Data Optic.At ZNZ, we believe in embracing the complexity of our customer’s environment. This is why the ZNZUnified Data Stack is fully deployment-agnostic. On-premise, hybrid, and public/private clouds are allsupported as ingestion targets and archive storage locations. With the ZNZ Unified Data Stack, ourcapabilities become available within a unified platform to produce a customizable optic that allows anorganization to realize the full potential of its valuable information by eliminating the risks of siloed dataand ensuring a seamless experience where data history, ownership, chain of custody, access, security,and privacy are maintained.No Customer Left Behind Revenue StreamOur premier international ZNZ Beta Accounts deliver an annually recurring and sustainable revenuestream from Maintenance & Suppor t and Professional Services to Hosted Services. It is essential thatwe continue to build on this significant revenue stream without dissolution or disruption. It will require aremarkable customer experience with a firm resolve to never lose a valuable beta account.For 44 years, the primary goal of nearly every business we have been involved in has been to sell moreof what we have to the customers we have. Our beta-account base is initially our best venue forincreasing our ZNZ revenue. With our new Proprietary Data Stack, we have additional solutions thatevery one of our customers needs. It is estimated that nearly 90% of enterprises usingGartner-recognized archiving software are deploying outdated versions, so the opportunity with our 170Beta Accounts remains enormous. Additionally, we now have the opportunity to migrate over 145 BetaAccounts to our new ZNZ Cloud Archive.Page 32

ZNZ Cloud Advanced ArchiveZNZ Cloud delivers cost-effective customer experiences through our unique cloud-based hosteddistribution and delivery services, taking the burden off our customers to properly identify, manage,secure, and access all data and regulated electronic correspondence in all data forms.ZNZ Cloud differentiates itself in its belief that security, reliability, resiliency, and expert management areall of paramount importance to the successful adoption and return on investment of an enterprisesolution. Unlike traditional cloud services that are fully shared [multi-tenant] to reduce costs,ZNZ’s hosted SaaS instances are deployed as single-tenant installations, each residing ondedicated and secure VLANs. Each client’s environment is, therefore, isolated, ensuring that onlythey have access to their data.ZNZ Archive is a comprehensive data archiving platform that enables our clients to protect, optimize,and search their electronically stored information while automating governance processes. Powered byPremCloud, ZNZ Archive delivers a comprehensive and scalable archiving solution designed to help ourclients meet all regulatory and legal obligations.With the explosion of data in recent years, regulatory bodies have introduced new legislation andregulations that place the burden on companies to maintain compliance at all times. These laws andregulations range from privacy requirements to audit requirements to discovery requirements.ZNZ Archive provides one solution that enables clients to comply with all relevant laws and regulations.In addition, retention schedules can be custom-built to meet any requirements on each specific type ofdata in the archive and streamline the lifecycle management process, as well as mitigate risk associatedwith unnecessary data retention.ZiDOL Resources I Zovy LLC RepositionedKris DaryananiSince Zovy LLC has been compromised by its inability to secure a long-term license for its archivesolution, we have decided to sell off its legacy archive accounts to finally be debt free. ZiDOL Resourceswill now be Zovy’s new go-to-market strategy specializing in focused IT services worldwide forIDOL-based products and solutions. ZiDOL Resources' market-leading expertise in IDOL architecting,design, remediation, and configuration provides the foundation of our extraordinary services.Kris’s team of IDOL experts specialize in maximizing and remediating pre-existing or new IDOLdeployments to deliver unrivaled data quality, accuracy, efficiency, security, cost reduction, versatility,feature extension, and reliability to an IDOL-based system.Page 33

Z Legal I Data Management for LawyersWill WhiteZ Legal Data Resources has been developed specifically for a vertical market and product extensionacquisition, and we are now ready to take this extraordinary startup to market. Z Legal Data Resourcesis a remarkable asset for acquisition because it is the rare technology start-up that combinesmarket-leading proprietary IP, market-leading beta accounts, and an already profitable revenuestream.Our mission from the start was to create Z Legal's Proprietary Purpose-Built Unified Data Stack as theworldwide standard in the legal-support market for advanced data archiving, management, security,compliance, eDiscovery, and ECA.Imagined by a generation of experience servicing the top global law firms [such as Kirkland & Ellis andLatham & Watkins] with market-leading EAS data archiving, management, monitoring, security, andeDiscovery solutions - our proprietary Z Legal Unified Data Stack has been purpose-built for us byPremCloud Resources, the creators of their nonpareil Unified Data Platform, Autonomic Resources’ARC-P [the first to FedRAMP ATO], and a variety of market-leading technologies.In order to realize our vision of worldwide adoption, we strategically built, branded, positioned, andlaunched Z Legal Data Resources for acquisition by a strategic partner with an existing service providerplatform and the global market reach to bring our vision to fruition.Most importantly, Z Legal owns the IP of our Proprietary Data Stack as well as a license in perpetuity withfull use of the Source Code for all of the PremCloud Platform third-party resources our ProprietaryPurpose-Built Unified Data Stack is built on.Our new Z Legal Unified Data Stack unifies and manages data as a valuable resource to unlock itspotential. By managing data effectively with our data information insight and governance technologies, ZLegal Data Resources provides our law firm customers the resources to access, integrate, cleanse,govern, store, secure, and prepare their client’s data to unlock its inherent value and maximum utilization.a. Archive Any Data SourceZ Legal enables the connection, acquisition, detection, storage, preparation, delivery,monitoring, and compliance governance of data, as well as providing a security layer forusers and applications.b. Access To All Historical DataOur law firm customers and their clients can readily utilize access to their critical datathrough our secure online and mobile resources.c. Automated Early Case AssessmentWe automate the collection, preservation, and filtering of data for upstream review andthe maximum utilization of the data.Z Legal Data Resources provides legal data technology and e-discovery services. We offer a range ofPage 34

services such as document collection, processing, review, and production. Z Legal uses advancedtechnology and software such as artificial intelligence and machine learning to automate and streamlinethe e-discovery process, making it more efficient, accurate, and cost-effective.Legal Hold ServicesOur clients have a lot of information to move through the legal system. Our Z Legal Litigation Supportofferings — which include eDiscovery, data forensics, court submission solutions, and managed reviewservices — help our clients organize, analyze, and present case materials as efficiently as possible.Without creating a defensible legal hold process, a company risks spoliation, fines, and evencase-dispositive sanctions. There is a wealth of electronically stored information (ESI) produced andstored every day: emails, documents, presentations, databases, voicemail, audio and video files, socialmedia, and more. And trying to uncover and catalog that sheer volume of data can be incrediblycomplex, time-consuming, and difficult.E-discovery can be a recurrent challenge for organizations, as it requires them to quickly and efficientlycollect, preserve and review large amounts of ESI from various sources, such as email, instantmessaging, social media, mobile, voice, and web platforms, to identify relevant information for use inlitigation, early-case assessment, and investigations.Z Legal streamlines this process by making it fast and efficient. This can help organizations to reducerisk and litigation costs by allowing them to quickly and easily identify and produce relevant information.E-discovery solutions include various features such as advanced search and filtering tools, automateddata processing, and the ability to review and export data in a variety of formats.It's important to keep in mind that e-discovery is a complex process that requires specialized knowledgeand expertise and that it's subject to many regulations. It's important to have an experienced team thatis familiar with the data, the systems involved, and the e-discovery process to ensure that the data iscollected, preserved, reviewed, and exported correctly and efficiently, in compliance with the regulations.That's where Advantage Legal & Fiduciary and Z Legal can help. We'll work with clients to not only findthis data but organize it in a way that they can use it. This means making sure these dynamicdocuments have the proper metadata — like time-date stamps, author and recipient information, and fileproperties — to hold up in court.Data ComplianceData compliance and security refer to the regulations and measures put in place to protect sensitive andconfidential information from unauthorized access, use, disclosure, disruption, modification, ordestruction. It ensures that organizations meet legal, regulatory, and industry standards for protectingsensitive information.There are several laws, regulations, and industry standards that organizations must comply with toprotect sensitive data. These include:Page 35

● The General Data Protection Regulation (GDPR) - is for organizations that handle the personaldata of individuals in the European Union.● The Health Insurance Portability and Accountability Act (HIPAA) - is for healthcare organizationsin the United States.● The Payment Card Industry Data Security Standards (PCI DSS) - for organizations that acceptcredit card payments.● The Sarbanes-Oxley Act (SOX) - for publicly traded companies in the United States.To comply with these regulations, organizations must implement a variety of security measures, such as:● Access controls - to ensure that only authorized personnel can access sensitive information.● Encryption - to protect data as it is transmitted and stored.● Firewalls and intrusion detection/prevention systems - to protect against network-based attacks.● Regular security audits - to identify vulnerabilities and ensure compliance with regulations.● Disaster recovery and business continuity plans - to ensure that the organization can continue tooperate in the event of an incident.Mergers & AcquisitionsA merger or acquisition is a massive undertaking for any organization, starting at the top with executivesstrategizing the changing roadmap of their company, boiling down to the single employee thinking abouthow this will affect their current position.Merger and acquisition (M&A) services are typically provided by investment banks, law firms, and otherprofessional firms to assist companies in buying, selling, or merging with other companies. Over thepast few years, we have been engaged with a few premier M&A firms, and none of them could provideus with the effective representation we required. While trying to sell Autonomic Resources, Tom and Ieventually did the presentation, marketing, and sale on our own.In 2020 alone, there were just under 48,094 Mergers & Acquisitions, which were valued at a remarkable$3.4 trillion dollars, the largest year in corporate deal-making to date. Even with a global pandemic andpending recession, M&A activity is only going to increase with company values decreasing, presentingan opportune time to capitalize on acquisitions.Advantage Legal & Fiduciary and Z Legal M&A ServicesThe process of M&A can be complex and time-consuming, and the right team of professionals withexperience in M&A can help ensure the process goes smoothly and that the outcome is successful for allparties involved. Our AL&F and Z Legal M&A ser vices will be provided to companies that are looking toexpand their operations, enter new markets, or acquire new technology or intellectual property. Wecan also be used by companies that are looking to divest non-core assets or that are facing financialdifficulties and need to restructure.Our AL&F services will include:● Identifying potential acquisition targets or merger partnersPage 36

● Conducting due diligence on the target company to assess its financial and operationalperformance, including extensive data recognition and review● Negotiating the terms of the transaction● Assisting in securing financing for the transaction● Handling the legal and regulatory aspects of the merger or acquisition● Helping with post-merger integration and restructuring.With the acquisition of a company comes the acquisition of a company's sales and marketing practice,existing material contracts, ongoing litigation, government regulations, data, and more, spanning acrossevery business unit in the organization. All of these M&A activities can be extremely overwhelming.Overwhelming and Unrecognized Data RisksFor mergers and acquisitions, Z Legal provides a fully outsourced ser vice specialized in the due diligenceand integration of enterprise systems and data. Split between two service programs, Pre-AcquisitionDue Diligence and Post-Acquisition Integration, Z Legal offers a full end-to-end service portfolio andprogram to bring organizations who are either merging with or acquiring a daunting data and IT estate totheir desired environment.M&A transactions include several complex moving pieces, but one important factor of a successfulmerger or acquisition is timely and secure data integration. In 2020, 34% of financial servicescompanies cited an “underestimation of IT challenges” as the reason for M&A failure. Merging ITsolutions can include data aggregation, combining data warehouses and disparate data sets, andimplementation of new tools and applications to process the data. To solve this problem, the acquiringcompany must become more agile in pre-M&A analysis and post-M&A IT and data integration.These organizations are looking for a team of experts to consult and advise them on building a roadmaptoward their desired state and, from there, implementing the applicable services and solutions to executetheir roadmap.Dark DataDuring mergers and acquisitions, there is a risk of "dark data" being overlooked or not properlymanaged. Dark data refers to data that is not easily discoverable, classified, or analyzed because it isunstructured, stale, or stored in obscure locations. This can include things like emails, documents, andother types of unstructured data.When companies merge or acquire other businesses, there is often an overwhelming amount of data tobe consolidated and integrated. If dark data is not properly identified and managed during this process,it can lead to a number of issues. For example, it can lead to legal and compliance risks if sensitiveinformation is not properly secured, or it can make it difficult for the new organization to gain a fullunderstanding of the data they now possess.To mitigate the risk of dark data during mergers and acquisitions, companies should have acomprehensive data governance strategy in place that includes automated data discovery, sensitivedata classification, and end-to-end data lineage. Additionally, the organization should be able to accessPage 37

valuable, trustworthy data management.With our Z Legal tools, companies can identify and manage dark data more efficiently andeffectively, reducing the risk of compliance violations and improving the overall management andutilization of data after the merger or acquisition.Arcivium for Azure I Journaling as a ServiceArcivium for Azure is being created specifically to be the most ascendant Azure Cloud solution for thedemands of secure journal archiving in conjunction with Microsoft 365. Our Journaling as a Servicecapability in Azure is our new cloud-native offering directly supporting the Microsoft Channel.Journal 365This game-changing application will deliver the most significant innovation to enterprise archiving in thelast decade. Regardless of size, nearly every company utilizes the Microsoft 365 productivity suite. Untilnow, those who desired to maintain a journal file have had to continue supporting a third-party archivingtechnology, incurring additional costs and management overhead.Data Connect + Detect I Contingecy-Fee SolutionWill White . Deniel LambrakisThe ease with which PremCloud Platform’s Data Connect and Ai Data Detect products can be deployedenables a much shorter sales cycle as well as a speed to benefit for the selling agent. With DataConnect + Detect, we will make both keynote products easily accessible and deliverable.Contingency Fee Business ModelData Connect + Detect is being built on a contingency-fee business model. Similar to Walker SportsAudit and Advacovery, DC+D will earn its revenue by charging a contingency fee based on the actualcash savings of our customers.Data Connect + Detect will be able to save our customers money in two significant ways: first, throughthe dramatic reduction in data stored and, second, through renegotiation of the customer’s data storagefees. Our contingency fee will be a minimum of 25% and then graduate from there based on the type ofengagement.Page 38

FedCloud Resources I FedRAMP ATO CloudTom Thomson . Steve Grogan . JJ ContessaNow, more than ever, government agencies are challenged to improve public service while reducingadministrative costs. Civilian agencies must streamline cross-department and inter-agency data flows;intelligence and law enforcement organizations must automate information-sharing processes, andregulatory agencies must improve the timeliness and efficiency of their governance programs. At thestate level, every citizen-facing process is a candidate for modernization – from motor vehicleadministration to law enforcement to social services. And, since most government processes havehistorically been paper-centric, the potential benefits of electronic document sharing via a secure cloudsolution are enormous.The advantage of cloud computing has not been lost on Congress. The enormous potential of cloudcomputing has prompted the United States Federal Government to look to the cloud as a means toreorganize its IT infrastructure and to decrease its IT budgets. However, in a climate where public safetyand privacy are under constant scrutiny, data security is non-negotiable. Accordingly, in December2010, the Office of Management and Budget [OMB] issued a Cloud-First Strategy for FederalGovernment computing needs. Under this policy, government agencies are encouraged to utilize cloudcomputing to boost computer operations rather than building expensive data centers. This Federallymandated strategy requires that each agency chief information officer [CIO] fully migrate three servicesto a cloud solution by June 2014 [originally June, 2012], and implement cloud-based solutions whenevera secure, reliable, and cost-effective cloud option exists.FedRAMP IaaS Authority To OperateIn order to make the cloud work in the Federal space for a vendor or agency, three things have tohappen: first, you have to have the FedRAMP IaaS Authority To Operate [ATO]; second, you have tooperate in a secure and authorized data center; and, third, you have to make your enterprise or softwareactually work with the certified IaaS.“Steve Grogan will focus on strategic program development, oversight, and critical projects -including FedCloud Resources. Steve, along with Todd and Courtney, will help develop the SSPand perform the pre-attestation requirements for us to bring the Data Stack components throughthe FedRAMP authorization process. Furthermore, we will also address the followingrequirements during the next few months:● SOC II Compliance● PremCloud EAS Optic [ServiceNow-based application performance monitoring].● Implement security tools to the PremCloud stack.● Implement DevSecOps and build all applications "secure by design."Beyond receiving an ATO and then quickly positioning the company for an acquirer [I amconfident there will be plenty of suitors for this offering], I would like us to be at the forefront ofmarketing our security posture. We need to be transparent about our security posture andPage 39

demonstrate that we are making an ongoing effort to secure our applications at the code levelthrough runtime. Third-party security risk will continue to be an area of focus during the duediligence process [whether by a company interested in buying any of our software or for apotential acquirer of a Data Stack].” - JJ Contessa, CPOAutonomic Resources was the first cloud service provider to receive the FedRAMP IaaS Authorityto Operate. As we move forward with our FedCloud initiative based on FedRAMP ATO, several businessopportunities have emerged. FedCloud Resources is a group of associated businesses that provide theFedRAMP cloud security boundaries for all Federal, state, and local government agencies, as well as theprivate sector, especially in critical industries such as energy, financial, and medical. It is the umbrellafor all of our current and developing cloud security businesses. It will be responsible for the coordinatedmarketing and funding of all its member businesses. The key to all of our offerings is that we haveimplemented the most advanced FedRAMP and DISA-certified security boundaries for cloud computing.[e.g. FedCloud Vault, FedCloud Secure, FedCloud Express, FedSecure Exchange, FedDROP, FedSecureData Centers, FedData Crunch [Big Data Analytics].FedCloud ResourcesWe are making significant progress on the definition and launch of FedCloud Resources. Steve Groganhas begun to transition his focus from c1 Secure core project delivery activities, and we are building thelaunch plan and documentation of the business profile. The first draft of our preliminary narrative isbelow.FedCloud Resources BackgroundSince the sale of Autonomic Resources in 2015, c1 Secure, with its ServiceNow-based continuousmonitoring platform CISO Sentinel, has continued to build capabilities that serve cloud service providersin both the achievement and maintenance of their FedRamp Authority to Operate [ATO]. Our customerbase has expanded, and our customer lineup now includes Zoom, Avaya, Broadcom, and World Bank,with Oracle, SAP NS2, and Keeper Security in the pipeline.In parallel, PremCloud Resources has developed and modernized the world’s premier modern UnifiedData Platform, which includes the full data lifecycle management capabilities of Connect, Detect, andAdvanced Archive. The launch of FedCloud Resources [FCR] brings these efforts together with thecreation of the world’s premier FedRamp-authorized Proprietary Data Stack, purpose-built first for theUS Federal Government and then for government agencies throughout the world.FedCloud Resources will offer two main strategic components:1. The unique data management and data security capabilities delivered through the FedCloudResources Proprietary Data Stack to Federal Government Agencies, branches of the Departmentof Defense, Government Contractors, and Fedramped Cloud Service Providers.2. Our unique offerings provide that same customer base with capabilities delivered through ourFedRamped CISO Sentinel continuous monitoring platform and the related Ser viceNowapplications we have developed.Page 40

FedCloud Resources delivers these capabilities all in a way that allows users to easily demonstrate theirongoing compliance through continuous monitoring.FedCloud Resources ObjectivesThe launch of this new company will establish FedCloud Resources (FCR) as the world’s preeminentprovider of solutions and services for critical Federal Government cloud computing and data lifecyclemanagement. This will be done with a strategy that creates independent new value for FedCloudResources and positions c1 Secure and FedCloud Resources for maximum visibility and success in theServiceNow IRM (Integrated Risk Management) and SecOps (Security Operations) ecosystem andchannel.This effort will also create significant additional value for PremCloud Resources as we secure FedRampand DISA Athories-to-Operate (ATO) for the FedCloud Resources Purpose-Built Proprietary Data Stackwhich includes FCR Connect, FCR Detect, FCR Advanced Archive, and FCR FedDrop.We will also put ourselves in a position to sell further data stacks that include CSIO Sentinel continuousmonitoring of all components of the stack under FedRamp, DISA IL4, and other accreditation standardsthat are either in place or becoming increasingly important as cybersecurity regulatory and compliancestandards continue to mature.c1 Secure I Risk Management & MonitoringTom Thomson . JJ Contessa . Steve Grogan . Maggie DavisMission Statementc1secure provides software-enabled solutions for enterprises to continuously assess, monitor, andimprove their cyber security and compliance programs. ServiceNow and our team of security andcompliance practitioners power our solutions.c1secure will be the elite global ServiceNow integrated risk management and security operationsimplementation, technology development, and managed services provider. The unique combination ofproprietary applications, practitioner expertise, and managed platform offerings will propel c1secure intothe future.2023 ObjectivesIn 2022, c1 focused on enhancing its channel relationship with ServiceNow, developing and publishingproprietary applications in the ServiceNow AppStore, staff development and expansion, directmarketing, and better defining our services in the market.In 2023, c1secure's goal is to elevate its implementation partner status with ServiceNow from premier toelite. Fulfilling this objective will significantly improve ServiceNow's likelihood of bringing c1secure intomore professional service opportunities. To achieve this, we must complete the staff developmentPage 41

certifications we prioritized at the end of 2022. With recent staff additions and team memberscompleting certifications at the end of 2022, we have only three remaining certifications. When pairedwith our past-performance CSATs, we will achieve elite-level status.Elevating our partner status and continuing to innovate, enhance, and expand our proprietaryapplications will create significant equity value for c1.Execution and DeliveryEarning high customer satisfaction [CSAT] scores are critical for equity value. We must be vigilant aboutdelivery and ensure that customers derive value from the products they anticipate.Improve Pre-Sales InhibitorsOur direct marketing program has proven effective at generating leads and conversations with qualifiedprospects. However, our applications in their current state cannot be easily downloaded and trialed. Inseveral instances, the preferred method of purchase by either partners or customers is to try and thenbuy. The c1 development team will assess the current market offerings and determine how best topackage them into easily consumable applications.In several instances, the prospect's needs extend well beyond the initial campaign that piques theirinterest. By accelerating its buying cycle with the initial opportunity, c1 can acquire customers fasterand penetrate newly acquired accounts.Mature Development ProcessesA strategic hire was made at the beginning of this year to define, implement, and govern a maturesoftware development process. Beyond implementing a mature SDLC process, c1 will build off theteam's great work in 2022 to package our solutions into consumable products for marketing purposes.The development team will create update sets that package the technical components of thesesolutions. Pre-packaged update sets will simplify delivery and, as a result, improve margins on serviceengagements."Through the efforts of Tom, Steve, and Maggie, c1 Secure has a promising future, and thecustomer/prospect validation we continue to receive reinforces my confidence in this. I attribute thissuccess to proper engagement and participation in the ServiceNow channel, the development of apps toaddress recurring acute pain for customers, and direct marketing. I want to continue playing an activerole with c1 Secure to realize its full potential. I love working with the ServiceNow platform and believestrongly in its capabilities." JJ Contessac1 Secure is a Premier ServiceNow implementation, technology, and managed service partnerspecializing in the Integrated Risk Management and Security Operations [SecOps] application suites. Weare currently launching over 20 apps on the ServiceNow platform.Unlike other ServiceNow partners, c1 Secure utilizes a program approach. In collaboration with customerstakeholders, our teams design and operationalize your security and compliance program within theServiceNow platform. This engagement methodology has enabled c1 customers to receivePage 42

accreditations against the most rigorous regulatory standards, such as SEC and FFIEC, NIST CSF,StateRamp, FedRAMP, and DoD IL4 for government-facing cloud service providers while streamliningtheir security and compliance program operations.c1 Secure has referenceable capabilities for implementing, configuring, and managing the followingServiceNow applications:● Governance, Risk, and Compliance: Alignment to control frameworks, control assessments,aligning controls to policy and procedures, and control tests for satisfying governanceimplementation details.● Asset Management [CMDB]: "You can't protect what you don't know you have." C1 creates aholistic inventory of all assets under management defined by your security boundary.[Infrastructure, database, application, and business service dependency].● Security Operations - Vulnerability and Incident Response: Aggregate alerts and vulnerabilitydata from several leading vulnerability scanning solutions such as Tenable, Qualys, Rapid 7, andothers [we address infrastructure, application, database, and container-based scanners]. Theaggregated data is enriched, and the remediation workflows are orchestrated, providing securityteams with a single platform to manage their workstreams and measure risk.● This also includes support for SDLC vulnerability scanning solutions. [i.e., Burp Suite,Black Duck, Checkmarx, Data Theorem, and several others].● Risk Register: Create an enterprise risk management framework that supports the 5 phases ofrisk management [capture, analysis, decision, resolution, and reporting]. Measure both inherentand residual risk by aligning compensating controls.● Vendor Risk: Develop a repeatable process to onboard and assess vendors. Build an inventoryof vendors, develop vendor tiering assessments [based on the business services delivered bythe vendor, you can assign specific assessment requirements], assess their impact on businessservices, develop re-usable assessment questionnaires, define documentation requesttemplates [i.e., SOC II for hosting providers], assign issue records directly to vendorassessments, and automate annual vendor reviews.● Audit: Conduct compliance control audits using all system artifacts, controls, control tests, andcollected evidence to execute audits confidently.Delivery ModelsAs a managed service provider, c1 Secure can deliver all of the applications noted above from amanaged instance of ServiceNow. The benefit of this model is the professional management of theinstance and integration support from the c1 Secure team. Our managed service customers rely on ourteam to perform ad-hoc customizations, integrate new tools, and much more.Page 43

c1 Advantage I IT Servies & SolutionsTom Thomson . Chris FennesseyContract-to-Hire and Fee-Based Staffing ServicesWe have extended our resourcing capabilities to external customers providing contract-to-hire andfee-based staffing services, most notably to Signal Energy, but our go-forward strategy for theresourcing component of this business will focus heavily on the expansion of strategic staffing toexternal clients.We will provide these services in core resource pools in alignment with the skill set and technologyprofiles that we are otherwise developing relationships with to hire consultants and technicalprofessionals for the c1 Secure, c1 Advantage, and FedCloud Resources staffs. These profiles includeServiceNow consultants, engineers and programmers, cybersecurity and compliance professionals, andcloud and network engineers.There are two main segments of our c1 Advantage business strategy: IT Services & Solutions andStrategic Resourcing & Staffing.IT Services and Solutionsc1 Advantage custom builds and manages teams of highly skilled IT professionals in the delivery ofprofessional service projects and long-term managed service engagements for global enterprises withcomplex IT infrastructure and systems. c1 Advantage offers a broad por tfolio of services and solutions,including service desk management, data center management services, networking architecture andmanagement, security, business continuity, storage optimization, enterprise applications developmentand implementation, cloud hosting, collaboration technology, and talent resourcing.We Can Do ThatOur “we can do that” work philosophy was born out of an innate desire to work together with our clientsto solve problems and effect positive, cost-effective business outcomes. We use decades of expertisein IT solutions consulting and services to find the right solution for any IT system or service need. Thiscollaborative philosophy, in combination with the depth and breadth of our service offerings, is whatenables us to tackle big challenges with our clients. We are nimble. We enjoy taking on challenges. Wefocus on successful outcomes. The results? Smar ter, world-class IT solutions and a lot of happyclients.Strategic ResourcingThe c1 Advantage strategic staffing and resourcing function has been focused on the staffing andresourcing services required to support internal resourcing requirements for the c1 Secure staff andresourcing the various staff required to support c1 Advantage engagements at Signal Energy, GeneralElectric, and Synchrony Financial. The primary goal of this function is to ensure the delivery of highlyskilled candidates in a timely manner so that resourcing needs are met and optimized in conjunction withprofessional service projects and longer-term managed service engagements.Page 44

Watch Commander Data Resources I Police TechMarc Remington . Ross Anthony . Will White . Butch KreuzUnlike other critical assets, big data presents a unique challenge for law enforcement organizationsbecause it often lacks the identification necessary for proper recognition, storage, and utilization.Ever-expanding law enforcement data is created and accumulated in massive amounts from an almostendless array of sources, both internal and external [leading to confusion and ownership disputes, aswell as contributing to the obfuscation of bias and misconduct]. The inherent disorientation in most lawenforcement’s data optic often leads to costly mistakes, compliance violations, and costly litigation.Data Challenges in Law Enforcement1. Data volume: The large amount of data generated by various sources, such as CCTV footage,body-worn cameras, etc. creates challenges in terms of storage and retrieval.2. Data privacy: Storing sensitive information, such as personal data and criminal records, requiresstrict security measures to protect against unauthorized access and breaches.3. Data interoperability: Different agencies and departments within law enforcement often usedifferent systems, creating challenges in exchanging and integrating data.4. Data retention: Deciding how long to retain data, especially in the face of budget and storagelimitations, is a challenge for law enforcement.5. Data processing and analysis: Analyzing large amounts of data can be time-consuming andrequires specialized software and expertise, leading to potential bottlenecks in investigations.6. Data integrity: Ensuring the accuracy and reliability of data, especially in the context of legalproceedings, is a critical challenge for law enforcement.WCD Resources will coordinate and provide technologies specifically built for the challenges that lawenforcement agencies now face with their escalating demands of data security, archiving, search,access, and sharing. PremCloud Resources' experience in building the first FedRamp Authorized CloudPlatform [ARC-P] has WCD Resources uniquely prepared to develop a comprehensive data managementand monitoring system based on the CJIS standards as well as any and all other compliance demands.PremCloud delivered Watch Commander Data Resources their Purpose-Built Proprietary Data Stack for$10M and an equity position in the company. With its IP ownership, first-to-market positioning, andadvanced technologies, Watch Commander Data Resources is another of our tech start-ups ripe foracquisition even before it gets out of the starting gate.Page 45

Collectively, we have been building the Advantage Co for 140 years. Today, Mike DeJoy, Al Walters,and Ron Bellus operate the Advantage Co’s most enduring independently owned and operatedbusiness, Lifetime Service & Solutions. Lifetime Service has always had a special place in the history ofthe Advantage Co. While always relied on and intrinsically a part of the Advantage Experience, LifetimeService has always kept an optimal distance from the mayhem of the rest of the Advantage Co. Alongwith senior managers Joe Switniewski and Jim Berent, they revel in their iconoclastic operation.Page 46

Lifetime Service & Solutions I Repair SolutionsMike DeJoy . Audio Al Walters . Ron Bellus . Joe Switniewski . Jim BerentLifetime Service & Solutions is an ISO/IEC 27001 and ISO 9001:2015 certified organization. We developturnkey solutions to securely handle items with sensitive personal or enterprise data during the recovery,repair, refurbishment, and recycling processes. We help highly regulated industries such as insurance,finance, healthcare, and education mitigate looming cybersecurity risks when handling aging anddepreciated organization-owned devices.Data SecurityOur ISO 9001-certified process controls were the first step in safeguarding devices while under our roof.But the proliferation of data breach news prompted a corporate initiative to set the standard forcybersecurity mitigation in our industry. The ISO/IEC 27001 standard was a natural extension of ourcore competency in process accuracy. From benign streaming passwords on your Smart TV to sensitivepersonal identifiable information [PII] on your tablet or laptop, the need to protect your data is ubiquitous.Over the past 3 years, we have invested heavily in continuous monitoring equipment and software toavoid viruses, malware, network intrusion, and network vulnerabilities. Designing infrastructure based onthe move of data to the Azure cloud, adding highly available firewall solutions from Sophos, andmonitoring solutions from Tenable, all have contributed to a successful ISO/IEC 27001 certification and asafe environment for our customers.Service OfferingsOf course, we have not left our roots in consumer electronics behind. Amongst the range of services weoffer to the aforementioned verticals and also to electronics manufacturers are:● Technical repair and refurbishment of consumer electronics, computing/printing devices, gamingand VR equipment, music equipment, and drones. In addition to mitigating claims costs forThird Party Administrators [TPAs], we extend product lifecycles for manufacturers [OEMs] byeconomically creating salable inventory from their defective and returned items.● Secure management of end-user data throughout the cycle of product involvement on a granularbasis. This is evident by an order accuracy rate that exceeds 99.99%, which is audited by ourcustomers on a weekly basis.● A category-based repair cell structure that separates triage, part install, testing, and qualitycontrol, giving customers a level of feedback not duplicated in our industry.● A flexible ERP system that provides RTI on a per-unit basis across many platforms.● The ability to create replacement solutions for uneconomical repairs. This first-of-its-kind depotsolution allows our customers to realize internal savings by eliminating an entire level ofadministration. An important by-product is the savings of customer turnaround time, which hasled to a measurable increase in NPS results.● The ability to control vertical markets on key product lines. Lifetime has developed exclusiverelationships with global OEMs, creating depot-level control for our customers, whilewarehousing and distributing the OEM part supply chain to decrease repair time by up to 90%.Page 47

● Industry-leading repair turnaround times augmented by the ability to create a reclaimed partsinventory that minimizes repair times.SustainabilityIn 2022, our services prevented 2.4MM lbs. of e-waste from reaching a landfill. Responsible devicelifecycle management enables the Circular Economy by prioritizing repair or recycling of electronics toreturn them to the supply chain. We support the Circular Economy with a security-first mindset: helpingcustomers reduce environmental impacts and information security risks by responsibly handling devicescontaining PII, protecting or securely destroying data, reducing waste, and extending device lifecycles.Lifetime Service Center Background and CapabilitiesThe LTS Leadership Team has a history of being a leading-edge technical service provider to theconsumer electronics industry. The leadership of the company has a combined experience within theindustry of over one hundred fifty years. Our Management Team has demonstrated the ability to build atechnically astute workforce which is a blend of experience and youth that have a culture built aroundproviding high-value-added customer service. LTS has a demonstrated history of success which is builtaround the development of proprietary intellectual capital, which in addition to continuing to run theorganic business, is scalable across the whole of the North American marketplace. It is this collection ofexperience, technical, and logistics skills within the LTS organization that allows the company todifferentiate itself. We make the difficult appear easy as well as reliable to our customers.The management of LTS has been approached by its largest customers who it enjoys long-termconstructive relationships with to determine how LTS can enhance its capabilities across the country inorder to accelerate those customers [who are market leaders] newly developing growth strategies. Thispresents an opportunity for LTS to build upon its positive legacy relationships with a defensiblelong-term strategic capability. These same customers have approached Lifetime regarding expandingour model to additional categories while also expressing a need for us to add locations.Page 48

AP Professionals I StaffingJoe Kreuz . Mark Pautler . Jerry Tenenbaum . Kelly Cultrara . Matt TaylorSince its inception in 1993, AP Professionals has delivered staffing solutions to a wide array of Fortune500 corporations and privately held businesses in the Accounting, Finance, IT, Engineering, Healthcare,Operational Excellence, Sales, Marketing, Human Resources, Legal, and Administrative disciplines. APProfessionals is a national company with a regional focus.Our industry specialists, paired with our hands-on approach, enable AP to provide the best possiblestaffing solutions. We value our reputation for excellence and the relationships we have built betweenclients and candidates. Our goal is to build relationships that last a lifetime. We strive to meet this goalby providing exceptional service to both our Clients and Candidates.“We are now halfway through our 24th year. Last year we hit 406 placements which was astonishing. Ithought it would be the record that stood forever. Wrong again. Halfway through 2022, we are at 189placements, and historically our second half has always been better than the first 6 months. And wehave $765k in perm placement business which is about $200k more than we ever had in a full year.”- Jerry Tenenbaum, Managing Partner, AP Phoenix July 11, 2022iWorld Professionals I Tech StaffingGuylaine DiSalvoBy developing iWorld Professionals from our original Advantage Systems Professionals partnership,Guylaine DiSalvo has created a remarkable worldwide staffing resource. For the last two decades,Guylaine has successfully filled strategic roles for some of the largest and most successful companiesaround the world, and over that time, we’ve built strong relationships with talented professionals thatnow comprise iWorld’s Professionals deep and powerful candidate pool and bench of consulting talent.Guylaine and her team have placed countless candidates successfully in positions ranging from IT,Engineering, Manufacturing, Operations, and other disciplines. Today, the need for experienced talent inprofessional, technical, and executive positions has never been greater.iWorld Professionals has redefined the value proposition received through our unique recruiting andprofessional staffing and placement services. Guylaine’s iWorld Professionals team provides acustomized approach for each and every client and candidate interaction that integrates their goals andthe way they work. Throughout the entire engagement process, clients receive a personalizedexperience that ensures that their goals are met with every step of the recruiting, selection, and hiringprocess. iWorld Professionals’ clients rely on our pre-screened and qualified candidate database andour world-class recruitment capabilities to quickly and accurately secure the right talent to fit eachspecific job requirement.Page 49

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Advantage Legal & Fiduciary I Attorney NetworkMission StatementAdvantage Legal & Fiduciary is being developed as a consulting services organization that will provideaccess to strategic legal representation with comprehensive oversight and financial review for our clientsworldwide. We will provide our clients with the most advantageous representation available for themthrough our worldwide network of legal and financial resources.In order to meet our mission goals, the cornerstone of everything we do will be based upon andcompleted with an eye toward the best possible client services, with a forecast toward the most efficientand effective resolution possible, taking into consideration the expectations of the client to meet thoseneeds along the way.Key to our oversight and protection we will provide is having a fully engaged and proactive legalresource. This includes making referrals and providing access to clients and partners for legal servicesthat require unique and specialized attention from practitioners who are elite in their field.From the very beginning, Frank Gaglione [pictured on previous page] and I envisioned Advantage Legal &Fiduciary as a local, regional, national, and international clearinghouse and broker of appropriatebest-of-class legal and financial services. Our goal was to attract potential clients - and then deliver themost advantageous legal and financial resources specific to their needs. Today, I hope to buildAdvantage Legal & Fiduciary on Frank’s vision and legacy of excellence.As a consulting services organization, Advantage Legal & Fiduciary will provide access to strategic legalrepresentation with comprehensive oversight and financial review for our clients worldwide. We willprovide our clients with the most advantageous representation available for them through aworldwide network of legal and financial resources.This unique approach will allow us to effectively provide access to appropriate legal representation for allkinds of law. Advantage Legal & Fiduciary’s primary service will be as a clearinghouse, broker,gatekeeper, and reviewer of legal and financial services for our clients.Additionally, Advantage Legal & Fiduciary will provide a much-needed [and often lacking] financial reviewand oversight for all of our client's legal considerations. In most cases, an accountant providesoutsourced services to clients in support of claims and litigation - and this, more often than not, isinadequate. The fact is that most legal issues are financial, and Advantage Legal & Fiduciary will provideaccess to the type of fiduciary services our clients require for maximum financial results.Page 51

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Ragusa Executive Solutions I Strategic ServicesAlison Ragusa . Juliana Ragusa . Katherine RagusaRagusa Executive Solutions will provide specialized solutions for businesses in beauty, wellness,fashion, technology, and sustainability. We will offer an array of solutions to help our customers succeed- from executive staffing solutions that ensure you have the absolute best leadership to branddevelopment strategies designed specifically for your unique product lineup and market goals.Through our network and teaming partnerships, we will also offer industry-leading Ai data managementand sustainability solutions - all designed to maximize your success. We will also provide access toexperts in Investment & Development, Legal, Tax, Audit & Recovery, Insurance & Benefits, Accounting,Financing, Governance & Compliance, Design & Marketing, Sourcing & Branding, eCommerce,Warehousing & Distribution, Security.We Have Facilitated Brand Positioning At:Bergdorf Goodman, Whole Foods Market, Erewhon Market, Wegmans, Saks Fifth Avenue, NeimanMarcus, Revolve, Barneys New York, Fontainebleau Miami, Four Seasons Hotels & Resorts, DouglasCosmetics (Germany, Netherlands, Italy, and Poland), Lane Crawford, Amazon, TMall, etc.UnCarbonIt I ESG ServicesDan Burgio . Juliana RagusaUnCarbonIt is a new international consulting resource from Dan and Juliana Burgio, providing criticalenergy assessment and support. Clean energy is where the opportunity is. Whether it’s solar, wind,geothermal, or hydrogen - the market is changing because these options outperform fossil fuels.“Many companies do not have ESG expertise internally. They are looking for external subject matterexperts that can help them design ESG programs and reporting mechanisms to demonstrate complianceadherence. I believe the way to get UnCarbonIt to market is through the ServiceNow App Store. ESGhas been a hot topic amongst many enterprise risk sellers at ServiceNow. We can leverage theCONMON capabilities of ServiceNow and introduce an UnCarbonIt control framework for assessmentand ongoing testing.To bring this to fruition, Dan is working on aggregating the control objectives from each framework wehave discussed. I will then translate this into the platform, and we can start to add our suggestedindicator templates to test and measure compliance. Once complete, we can package the frameworkinto an App and bring this through the ServiceNow certification process.” - JJ Contessa, CPOPage 53

Black Progress Matters I Social GoodDean Haynesworth . Katherine Ragusa . AGRClick here: https://www.blackprogressmatters.org/Black Progress Matters recognizes that the color of the executive suite speaks volumes about thecharacter of an organization as well as the true opportunity available for people of color in thatorganization. BPM believes that if you look to the top of an organization and see Black leadership - itwill inspire everyone of color in that organization. Our main objective, therefore, is to change thecolor of executive suites and boardrooms in organizations worldwide through our variousexecutive staffing activities.“The first BPM strategy sessions during the holiday season of 2018 were in a world that now seemsvaguely unfamiliar to us. Today, the dramatic events since the start of the COVID pandemic continue tochallenge every business, every government, and every family. Economic, political, health, and socialupheaval - accelerated by increasing polarization - have become the norm. Amidst this chaos, BPM hasemerged with our focused mission as a catalyst for change.What I’m most proud of is that since our official launch on November 1,2020, BPM hasn’t merely reacted and adapted to these perilous events;rather we’ve met the challenge to build an even better world with theadvancement of Black Leadership in every sector of society. For me, that’swhat Black Progress means … and we are just getting started.Over the past two years, we have been fortunate to have attracted an extraordinary group of contributorsand supporters who have embraced and advanced the BPM Core Mission. Because of their involvementand effort, BPM is now recognized as a leader in both the recruitment of accomplished Black talent andthe incubation of propitious Black-owned businesses.Recently, we held our annual BPM Partners Meeting in Naples, Florida, and I presented a comprehensivereview of the past year as well as our ambitions for 2023 and beyond. It should be noted that theongoing theme throughout our couple of days together was how awestruck we all are by the enthusiasticengagement of so many talented contributors.Along with highlighting so many positive developments in 2022, I stressed that we have inadvertentlyoverextended our BPM leadership and resources by being overly aggressive in incubating so many newbusinesses at this time. Twelve is a lot of ventures to help incubate, and the distraction from our CoreMission is being compounded by a lack of focus, attention, and resources. In 2023, I will promote arenewed and more focused commitment to our recruiting and staffing initiatives with BPX ExecutiveStaffing- Dean Haynesworth BPM, CEO November 1, 2022Click here for Dean’s BPM Annual Repor t: https://simplebooklet.com/deansannualreporti2022Page 54

BPX Executive Staffing I Making a DifferenceKatherine RagusaClick here: https://www.blackprogressmatters.org/staffing… changing the color of executive suites and boardrooms in America and around the world.Black Progress Executive Staffing is the first pillar of the Black Progress Matters mission. BPX ExecutiveStaffing is built on the premise that if we can secure the opportunity to fill an executive opening for anorganization with the best Black candidate, we will begin to change the color of the executive suite whileenhancing the aspiration of everyone of color within the organization.While most major organizations have developed some sort of diversity and inclusion program over theyears, many of these organizations are now straddled with nothing more than their placating rhetoric withno clear path forward to fulfill their promises. Fortunately, Black Progress Matters offers organizationsimmediate resources to demonstrate real action as well as immediate and substantive results.With BPM, our representatives and teaming partners are knocking on open doors.Black Progress Matters is in the right place, at the right time, with the right solutions. Every organizationcan benefit from the instant staffing solutions BPM offers to effectuate immediate change in the color oftheir executive level. And nothing will give them more positive returns throughout their organization,community, or marketplace than the timely inclusion of more Black executives.BPX Executive Staffing Partnership ProgramAs mentioned above, most large organizations are addressing their racial bias issues, and despite theirefforts, they still don't have anything that effectively creates immediate, productive, and visible impactlike our BPX Executive Staffing Program.With no up-front costs, our Contingency-Fee BPX Executive Staffing Service enables organizations toachieve their staffing goals with an intentional focus on providing exceptional Black candidates to thepool from which to select. BPX Executive Staffing works with organizations collaboratively to provide therecruitment and direct placement of qualified Black candidates at the executive level. BPX ExecutiveStaffing focuses explicitly on delivering immediate results to support the diversification of anorganization's executive suite.Note: BPX Executive Staffing ensures our clients and candidates that regardless of race, color,creed, orientation, or gender specificity, we will work to provide the most appropriate executivecandidates for the available position. BPX Executive Staffing is an all-inclusive organization.At BPM, our programs have met with remarkable recognition, cooperation, support, and participation. Inparticular, our BPX Executive Staffing has been successful beyond our initial expectations. With thelaudatory response and overwhelming collaboration of so many organizations, BPX Executive Staffingfinds itself unable to meet the current and anticipated demand for our recruiting, placement, and staffingPage 55

services. Therefore, we are embarking on an aggressive building campaign to create an internationalassociation of staffing agencies, affiliates, and agents.BPX Executive Staffing International Teaming Partnership ProgramBPX Executive Staffing is operated by Advantage Global Resources, which provides all of the backendsupport necessary to fulfill all temporary and permanent staffing engagements worldwide. With ourremarkable market positioning and unlimited backend resources, BPX Executive Staffing is authorizingvarious agencies, affiliates, and agents as BPX Partners.With our partnership program, BPX Executive Staffing provides eligible organizations, recruiters, staffingfirms, and trusted advisors [accounting, insurance, wealth management, financial advisors, and legalfirms] with direct access to our BPX Executive Staffing Resources, which, most importantly, can providethem with a new revenue stream [that can easily be built on their current client or member relationships].BPX Partners, especially social-good organizations, have the remarkable opportunity to generaterevenue for their mission and create an opportunity for significant earnings by its members [whoparticipate as BPM Agents].BPX Partners have the opportunity to offer more value to their existing or potential sponsors by providingthem a highly valued staff recruiting and placement service [to the direct benefit of their members,clients, sponsors, and the organization itself.BPX Teaming PartnersAt BPM, our programs have met with remarkable recognition, cooperation, support, and participation. Inparticular, our BPX Executive Staffing has been successful beyond our initial expectations. With thelaudatory response and overwhelming collaboration of so many organizations, BPX Executive Staffingfinds itself shorthanded and unable to meet the current and anticipated demand for our services.Therefore, BPM is embarking on an aggressive recruiting campaign for advisors, agents, and serviceproviders around the world.BPX Executive Staffing Agents are eligible for and rewarded by our beneficial BPX Executive StaffingContingency Fee Splitting Commissions. Our BPX Executive Staffing 25% Contingency Fee in Q12023 is allocated as follows:BPX Executive Staffing 20%BPX Partner - Account Referral 15%BPX Partner - Account Acquisition 20%BPX Partner - Candidate Referral 15%BPX Partner - Candidate Acquisition 20%BPX Partner - Requisition Fulfillment 10%Total 100%Page 56

Fee Splitting Quarterly ReviewJob market dynamics have an impact on the reward for certain activities in the placement process. Overthe past few years, there has been an abundance of executive job openings but a paucity of candidates.However, with the recent downturn in the economy, the pendulum is beginning to shift. This means thatwe are expecting fewer executive job openings and more available candidates. Accordingly, theportioning of the BPX Executive Staffing Contingency Fee is now swinging more toward rewardingaccount referral and acquisition.In Q3 2022, we anticipate that executive job openings and available candidates are about equallyobtainable. Therefore, the Q3 2022 allocation of the BPX Executive Staffing Contingency Fee startingJuly 1, 2022, reflects this balance. This balance will be reviewed every quarter, and the appropriateallocation will be announced at least two weeks prior to the start of each new quarter.Note: All allocations are determined and paid out based on the allocation at the time ofrequisition fulfillment, regardless of any activity in any previous quarter. There is no retroactive orgrandfathered allocation of fees.BPX Executive Staffing’s contingency fee is 25% of the candidate’s starting annualsalary. If the candidate BPX Executive Staffing provides accepts employment with an account, or anyof an accounts’ affiliates, as a direct or indirect result of our referral, a placement fee is due BPXExecutive Staffing.This fee is payable if the employee was hired within 12 months of the last day referred by BPX ExecutiveStaffing, regardless of the employment classification [permanent, temporary, referred through anotheragency, consulting, or per-diem arrangement]. The entire 25% placement service fee is due 45 daysfrom the successful candidate’s hire date [although typically paid in 90 days].All commissions and fee-splitting are paid after the hired candidate remains in the employ of the chargedaccount for 100 days. This coincides with our BPX Executive Staffing Guarantee detailed in our AccountAgreement:BPX Executive Staffing GuaranteeIn the event the successful candidate leaves an account’s employ [for any reason other than downsizingor reorganization, job elimination, merger, or acquisition] within the first 100 days of employment, aprorated guarantee will be honored or a credit will be issued against the replacement fee. The refund orcredit will be equal to 1/100th of the fee multiplied by the number of days remaining on the guarantee.Here are the current requirements for each portion of our BPX Executive Staffing Contingency Fee.● BPX Executive StaffingBPX Executive Staffing will retain this portion of the paid fee for providing the various BPXExecutive Staffing and AGR resources to all authorized agents, accounts, and candidates at nocharge.Page 57

● BPX Partner - Account ReferralAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for thesuccessful referring of a new account that provides the requisition [job opening] that has beenfilled.○ Any targeted account must first receive approval from BPX Executive Staffing beforethey are contacted for participation in our BPX Executive Staffing Program.○ If the referred account has already had contact with BPX Executive Staffing or any of theBPM programs, then BPX Executive Staffing will review and determine any and allfee-splitting amongst engaged participants.● BPX Partner - Account AcquisitionAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for thesuccessful onboarding of the referred account and acquiring the requisition [job opening] thathas been filled.● BPX Partner - Candidate ReferralAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee forsuccessfully referring a candidate that has filled the requisition [job opening].○ If the referred candidate has already had contact with BPX Executive Staffing or any ofthe BPM programs, then BPX Executive Staffing will review and determine any and allfee-splitting amongst engaged participants.● BPX Partner - Candidate AcquisitionAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for theonboarding of the referred candidate and successfully preparing them for presentation.● BPX Partner - Requisition FulfillmentAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee forsuccessfully fulfilling a requisition through direct involvement with the account and thepresentation of the candidate [including all negotiations].Note: BPX Partners are eligible for all of the BPX Partner fee splits. It is possible for a BPXPartner to refer an account, onboard the account, acquire the requisition, refer an appropriatecandidate, onboard, prepare, and present the candidate and ultimately receive 80% of the totalfee. Each authorized BPX Partner is, potentially, their own BPX Executive Staffing Office.Black Progress Executive Staffing is off to a great start, so we hope everyone will be fully engaged inpromoting and benefitting from our market-changing offering. Currently, we have a myriad of openingsfor executive positions at leading organizations across the country.Responding to the critical need for more strategic development opportunities for Black professionals andentrepreneurs, the Black Progress Matters Black-Owned Business Incubation Program has created andlaunched Black Progress Matters Executive Membership ProgramPage 58

BPM is confident that BPX can energize an international network of Black executives to enable andenhance Black Progress Matters’ core mission to change the color of executive suites worldwide.Recently, we decided to combine Black Progress Executive Membership and Black Progress ExecutiveNetworking with our core BPM mission. This allows us to provide an incredible array of benefits andearning opportunities for our BPM Members.BPM and BPX will provide Black professionals with remarkable access to a variety of opportunities andbenefits:1. BPM Advisor Membership in an international association of elite Black executives.2. First access to executive-level job opportunities worldwide is provided by BPX ExecutiveStaffing.3. Job posting, candidate referral, and placement commissions are provided by BPXExecutive Staffing.4. Access to Black thought leaders.5. International network opportunities and personal networking training.6. Opportunity to share and refer all of their professional skills and services.7. Authorized Agent access to the BPM Resource Exchange.8. Speaking engagements.9. Business incubation opportunities through the BPM Black-owned BusinessIncubation Program.10. Content Sponsorship Opportunities.BPX Staffing AccountsBPM is fortunate that nearly every organization we have contacted has provided us with theirenthusiastic support. BPM is partnered with these leading organizations to change the color of theexecutive suite and board… and more organizations are participating in the BPM Mission every day.Access IntelAlvarez & MarsalAxogenBMICitrin CoopermanDetroit LionsFreshlyGlassdoorInsmedIntermountain HealthcareManpower GroupMcGraw HillModernaNHLOshkosh CorporationPresence LearningPwCScopelyStarzTampa Bay BuccaneersTennecoWalmartWiley& MoreBPM NetworkingKey to our BPM strategy is to provide all of our members access to the best practices and tacticalinsights to develop and maximize their networking skills and advance their access to executive-levelopportunities.Page 59

"Research shows that 70% of all jobs are not published publicly on jobs sites and as much as 80% ofjobs are filled through personal and professional connections. In a dramatically shifting labor market, theimportance of networks in having a successful career only stands to grow." – CNBCThrough BPM Networking speaking engagements, online resources, and various teaming partnerships,BPM Networking will help Black professionals establish a sustainable ecosystem for the ongoingadvancement of their careers and entrepreneurial ambitions.Networking can increase your social well-being and help you develop lifelong friends. You might befocused on the professional aspect of networking. However, many friendships have started in theworkplace or at professional functions.Page 60

BPM I Black-Owned Business IncubatorThe third pillar of our Black Progress Matters mission is our Black-owned Business Incubator Program.The BPM Founding Partners have pledged BPM’s entire profits to this ambitious program. Already, BPMis engaged in the incubation and financing of several significant Black-owned start-ups, includingUnBiasIt, Katini Skin, Cocoa by CeCe, Walker Spor ts Audit, Black Progress Alliance, and BPM CollegeAdvisory Program.Most importantly, all of the profits from BPM’s share of these partnerships go entirely to fund even moreBPM incubated businesses. The potential of our BPM programs and Black-owned start-ups is limitless.Each opportunity will encourage additional investment, but we are confident that the profits of BPM willprovide substantial start-up funding, but the real success will come from the full engagement andbusiness energy provided by the minority ownership.BPM Black-owned Business Incubator Mission StatementAt BPM, we create remarkable value for our portfolio of Black-owned incubated businesses by providingstrategic investment and operating guidance. We work collaboratively to ensure advantageous marketpositioning, sustainable growth, and a clear plan for funding and development while producingoutstanding, risk-adjusted returns for all stakeholders.BPM advises our Black-owned incubated businesseson a full range of liquidity transactions ranging fromearly-stage growth capitalization [which blends thebest elements of venture capital and private equity] toa minority sale to a majority recapitalization with afinancial sponsor. Additionally, BPM has theresources to structure the most advantageous exit,whether it be a full sale to a financial or strategicacquirer, a merger, or an IPO.With expertise and investments in data management,cloud architecture, professional services, social benefit, and beauty and wellness, BPM is uniquelypositioned to create significant financial returns and meaningful social impact for each of ourBlack-owned incubated businesses, as well as the fulfillment of their founder’s vision.At BPM, we recognize that most organizations possess an entrepreneurial zeal to create a business orsocial dynamic that transcends monetary value while unavoidably accepting the financial requirementsof turning their vision into reality. Often, a vision has value well before it generates revenue or profits.Accordingly, everyone at BPM works to unlock the inherent and full value of our Black-owned incubatedbusinesses throughout the entire life cycle - from initial development to purposeful funding to ongoingproductivity to a potential exit strategy.Page 61

UnBiasIt I BPM Incubated BusinessDean Haynesworth . Katherine RagusaClick here: https://www.unbiasit.com/UnBiasIt was built to be the world's most advanced Black-owned technology company. Dean's visionwas to focus entirely on the technology that UnBiasIT would own - and we did. PremCloud deliveredUnBiasIt their Purpose-Built Proprietary Data Stack for $10M and an equity position in the company.Ronan Curran and the entire PremCloud Resources development team worked purposely to deliver themost advanced data technologies in the market with a demanding attention to eliminating bias incommunication and data stores.UnBiasIt utilizes proprietary data management, monitoring, and compliance solutions designed to fullyenable an organization to recognize and eliminate inherent bias and misconduct throughout theirenterprise - as well as transform their distended data into a resource that can easily and accurately bedrawn upon when needed for the critical information governance that is increasingly demanded of everyenterprise.Additionally, we engaged Robert Keus and his BRTHRS team from the Netherlands for the developmentof the UnBiasIt Writing App and Eric Carpenter and the ZNZ team for the development of the UnBiasItAlert. The UnBiasIt Alert is built on ZNZ's Supervisor technology which provides communicationsmonitoring and compliance that allows you to proactively review and interrogate any electronic messageto ensure regulatory compliance, mitigate risk, and maintain internal standards of behavior.Put it all together, and we are confident that we have delivered on Dean's vision. And now, Dean islooking for a strategic partner who can successfully bring these remarkable technologies to market.Accordingly, we have begun to take UnBiasIt to market for acquisition.AcquisitionUnBiasIt has been specifically built and positioned to sell to a strategic buyer who appreciates the valueof our market position as well as the significant value of our proprietary IP.Page 62

Walker Sports Audit I BPM Incubated BusinessDoug Whaley . Mary Beth Lydon . Katherine RagusaYou know who’s watching your money, but who is watching them?Embezzlement, theft, damage, and destruction come from all directions in a constant storm. It seemslike everyone has their hand in the cookie jar. Through our third-party reviews and audits, Walker SportsAudit ensures you are receiving per formance from your trusted advisors that you can knowingly trust.In short, we watch the people watching your money and investments.Walker Sports Audit is an independent third-party audit and recovery service that autonomouslyevaluates your entire portfolio of endorsements, contracts, investments, compliance, insurance, and taxreporting for a fixed and/or contingency fee. No Walker Sports Audit service provider will ever beallowed to be engaged by our clients beyond our WSA engagement and will never solicit clients beyondour audit, review, recovery, and monitoring services. WSA simply offers our clients very necessarythird-party services with a critical degree of separation that ensures no compromising agenda ormisplaced loyalties.Although WSA will initially be addressing athletes and celebrities, we feel our independent review, audit,recovery, and continuous monitoring services will also prove valuable to clients who have considerableestates with little limited business acumen or experience. Estates acquired through inheritance ordivorce are particularly at risk from unscrupulous or indifferent fiduciary oversight.There are four main components of our WSA services: Independent Forensic Review & Audit,Advacovery’s Recovery of Funds, Continuous Financial Monitoring, and WSA Advisor Rating.Walker Sports Audit has created its Retirement Preparatory Review in conjunction with the NFL toprovide a full optic and comprehensive review of a player’s current financial position prior to or duringretirement. This past November, Troy Vincent set us up with Tracy Perlman, SVP of FootballCommunications and Marketing, to launch our WSA Retirement Prepatory Review with 10 NFL Legends.Mary Beth Lydon has begun the RPR program with 5 of the 10, and we look forward to continuing togrow this relationship with the NFL.Page 63

BP College Advisory I BPM AmbassadorEvan Giokas . Katherine RagusaPosted by: Evan GiokasDate: January 1, 2023As CEO and a founding partner of Black Progress College Advisory, I am proud to present our BlackScholars Corporate Sponsorship Program.Black Progress College Advisory has been launched in alliance with the Black Progress MattersAmbassador Program. Dean Haynesworth, CEO of Black Progress Matters, has always beeninstrumental in and supportive of programs that enhance and advance young Black Scholars. Mr.Haynesworth has been a driving force in the strategic partnership of Black Progress Matters and CollegeConfidence Coach, which has provided the foundation of Black Progress College Advisory.Black Progress Matters’ success with organizations like the NFL, Glassdoor, Walmart, etc, has beenremarkable, and they are confident we can have the same kind of impact on developing future Blackexecutives through our groundbreaking Black Scholars Corporate Sponsorship Program.Black Progress College AdvisoryIn concomitance with Black Progress Matters’ Core Mission, Black Progress College Advisory iscommitted to helping high school Black Scholars find their perfect match academically and financially inorder to achieve success in college and be fully prepared to become the extraordinary Black executivesthe future will require.With proper mentorship, our Black scholars not only receive the financial resources they are entitled tofor their college education, but they are also able to find purpose and direction amid the most significantintersection of their lives.Our Black Progress College Advisory Program matches deserving Black Scholars with Scholarships toenable them with the process, guidance, and mentorship to eventually become the Black leaders BlackProgress promotes for the executive suites and boardrooms of organizations worldwide.While our main objective at BP College Advisory is to provide our Black scholars with the mostadvantageous and accessible options for their career paths and universities that right fit their individualfutures, our core evaluation program allows the opportunity for corporate sponsors to focus on Blackscholars that are uniquely suited to a career in their respective industry.As a Black Progress Matters Ambassador, our Black Progress College Advisory team and I are reachingout to leading organizations worldwide for sponsorship of our Black Progress College AdvisoryProgram, which assigns a coach to assist each Black Scholar in their college choice, major, admission,and financing via our proprietary process and mentorship. The cost of each sponsorship is $12,000,and our group sponsorship starts at ten Black Scholars for $100,000.Page 64

Katini Skin I BPM Incubated BusinessKatini Yamaoka“Selfcare is an essential part of life. By caring for ourselves, we can go out into the world and mirror thatlove and tenderness with others - this is why I created Katini Skin. To provide a space for people todiscover nature's luxuries. So we can all enhance and nourish our lives while being gentle to the planet.”- Katini Yamaoka, Founder, Katini SkinKatini Skin was founded by Katini Yamaoka. Katini’s cultural heritage and upbringing are interwoventhrough Japan, Africa, and Australia. Raised plant-based from birth and educated at a neo-humanisticschool, Katini was gifted with an understanding of natural healing from a very young age. Going fromthe dense Australian rainforest to the cosmopolitan metropolis of New York as a working artist has givenKatini an intrinsic understanding of wellness and design.Katini’s dedication to her artistry has allowed her to travel the world performing for organizations such asForbes 30 Under 30 to the United Nations Australia. Katini resides in New York and is dedicated torepresenting empowerment through her voice and platform.Katini Skin is committed to a responsible and sustainable path. Nature provides, so we have to protectand support the natural world with ethical best practices. We choose suppliers based on theirsustainability credentials, that are fair-trade certified, vegan, and cruelty-free. We seek wild-harvestedingredients whenever possible. Katini Skin is deeply committed to positively impacting the natural worldand believes every step must be carefully placed, from sourcing, production, and packaging, to ensurewe have a sustainable strategy. Katini Skin is also a committed partner of Black Progress Matters.Page 65

Katini Skin launched this past February with Saks Fifth Avenue. Katini and the team hosted a verywell-attended launch party at NeueHouse in late February and, from there, built up an incredible lineup ofpress from Allure, Vogue, Marie Claire, Byrdie, Elle, and more. In the year's second half, Katini securedher first round of investment from Chris Stadler, which she closed in mid-September. During this time,we also launched at Bergdorf Goodman. To close out the year, Katini began a relationship with MaisonMkt, a great digital marketing firm, and opened Neiman Marcus as a new account which will formallybegin at the start of 2023. All in all, the brand could not be more well-positioned.“Each oil has been carefully crafted using some of the world's most powerful flora. From indigenousplants in Australia to delicate flowers in Japan. Katini Skin is focused on sustainability and high design,our elegant packaging will unfold the pure essence of nature's luxuries.” – Katini Yamaoka, Founder/CEOCocoa by CeCe I BPM Incubated BusinessCeCe OlisaCeCe Olisa is taking her body positive messaging and platform and bringing it to the world of beauty.“In my experience, confidence doesn’t build my daily routine; my everyday routine builds my confidence.Women often ask me, how do I love my body? I believe that love is a verb – it’s an action word. So thebest way to begin loving your body is to start taking care of it. I cr eated the Doll Butter to celebrate theroutine of self-love and self-care – beneficial for both the skin and the soul.” - CeCe Olisa, FounderIn 2008, CeCe launched her blog about fashion, fitness, dating, and living in New York City from a cur vygirl’s perspective. When speaking about her journey, CeCe states, “From the beginning, I’ve had acommunity of passionate and insightful women who have come along with me on my journey.” With herever-growing following, CeCe’s passion led her to work with industry leaders including NIKE, LOFT,Bloomingdales, Olay, Secret Deodorant, Royal Caribbean Cruises, Amazon, and so many more.Named one of the “Top 10 New York Fashion Bloggers” by WhoWhatWear and a “person who provesyou can be fit at any size” by MTV.com, CeCe Olisa is co-Founder of theCURVYcon, a conventioncelebrating body positivity and plus size fashion during New York Fashion Week.For her next chapter, CeCe switches lanes from fashion influencer to beauty entrepreneur, partneringwith Black Progress Matters to launch her brand Cocoa By CeCe. CeCe’s mantra to build confidenceand empower women to feel beautiful is instilled in the DNA of Cocoa By CeCe.CeCe celebrated a successful launch event in Brooklyn, NY, this past Mother’s Day and launched hersecond product, the Self-Love Sugar Scrub, this past November at Penske Media’s highly anticipatedLA3C festival.Page 66

M&L Devine Resources I BPM Incubated BusinessCalvin Blackmon“Recruiting has afforded me the opportunity to build lifelong relationships with some extraordinarypeople. From corporate recruiting to recruiting a player to play college athletics to placing some of thetop executives in c-suite roles, the journey has been amazing.’ - Calvin Blackmon, Founding PartnerThe partnership with Calvin has been one of the year's highlights. Not only has Calvin been instrumentalin opening new accounts, ie. McGraw Hill and PwC, but through our partnership with him, we arecreating a template for future BPX Teaming Partners. Additionally, Calvin has been busy building out hisnetwork of teaming partners for M&L.M&L Devine Resources is committed to finding the next great leader who will take yourorganization and transform it into a powerhouse.Executive SearchWhen you're looking for a new leader, we have the experience and expertise to find that perfect fit. We'llwork with each candidate from the beginning until completion, so there's no need to worry aboutanything else but getting results.Professional SearchOur recruitment services help you pinpoint the best candidate for your business. Our team of experts willhelp you identify which professional is most likely to be successful long-term with your company basedon their specific skill set.Functions We ServeCorporate Affairs . Financial Officers . Human Resources . Legal . Sales & Marketing .Logistics . Supply Chain . Transportation . Technology OfficersIncubated by Black Progress MattersM&L Devine Resources has received its initial funding as a Black Progress Matters Black-OwnedIncubated Business.Page 67

OG Culture I BPM Incubated BusinessJames Walker . Roger Harriott . Doug WhaleyOne Global Culture [OG Culture] is a new startup developed and launched by Roger Harriott, JamesWalker, and Doug Whaley in conjunction with the Black Progress Matters Black-Owned BusinessIncubation Program.One Global Culture is an interpersonal and dynamic event networking organization designed to advancethe hiring of Black coaches and executives. Research shows 80 percent of corporate jobs, promotions,and raises are awarded due to some levelof personal networking connections. Thesports landscape is no different. Inconjunction with participating leagues andteams, OG Culture will develop proactivenetworking events to provide the personalconnections necessary to build a proactiveaccess and hiring environment for Blackcoaches and executives. OG Culture willalso offer essential networking resourcesand support, enabling Black candidates tonavigate the professional sports businesslandscape successfully.OG Cultures' proposals to the NFL fortheir OG Culture and our Walker SportsAudit programs have been enthusiastically received, embraced, funded, and promoted by TroyVincent and the NFL. We will be hosting our first two inaugural events with the NFL on January 31st atthe East-West Shrine Bowl in Vegas and February 2nd at the Senior Bowl in Mobile, AL.Leveraging the Power of Relationships with OG Culture’s Leaders Network EventsOG Culture is proud to launch our Future Leaders Network events in partnership with the NFL. We willcreate an empowering platform for Black coaches and executives to build relationships and advanceBlack leadership within the National Football League. By providing a platform for professionals toconnect, our network will grow stronger, and trust will be established for lasting relationships.OG Culture’s Impact On The NFLOG Culture’s launch of these Network events is a step forward in advancing Black leadership within theNFL. Through these events, we are creating an opportunity for aspiring Black leaders to gain access toinfluential individuals who can get them closer to their goals. This access also gives aspiring executives achance to share best practices and ultimately make a more significant impact as a collective group.These events also provide an invaluable opportunity for those who may not necessarily have access tothe same networks as others but still want a seat at the table. It allows them to gain insight into howothers have made strides in the industry while fostering meaningful connections that can help furtherPage 68

their career aspirations. This initiative will help level out any disparities or issues of inequity within theNFL system, which can only lead to positive results.The Power of NetworkingOG Culture is creating an empowering platform through our Future Leaders Network events that enableindividuals from all walks of life to come together and form meaningful, mutually beneficial connections.By providing this opportunity, they hope to help Black leadership within the NFL while inspiring futuregenerations of professionals through meaningful networking opportunities with industry leaders. Thepower of relationships should never be underestimated; when leveraged, it can make all the difference inachieving dreams and ambitions.OG Culture will host their inaugural events on January 30th, 2023, at the East-West Shrine Bowl inLas Vegas, NV, and February 1st, 2023, at the Senior Bowl in Mobile, AL.Page 69

BP Alliance I BPM Incubated BusinessLinda Chatmon . Katherine RagusaBlack Progress Alliance is committed to creating a total solution for Black-owned business programmanagement by providing a range of support services to help Black-owned businesses compete for andwin public and private sector contracts. BP Alliance CEO and Founding Partner Linda Chatmon has over30 years of experience successfully assisting businesses to develop the capacities and capabilitiesneeded to participate in the procurement process. The BP Alliance strategy begins with identifying,vetting, and training a diverse supply chain with a focus on Black-owned businesses. We utilize ourproprietary rating system, PARS™, to reduce risk and ensure per formance and compliance forBlack-owned business goals.Introducing PARS™PARS™ is a per formance assessment rating system that uses a "mock" environment andpredetermined metrics to rate the performance of small, minority-, women-, and veteran-ownedbusinesses. Participating businesses complete a survey, the answers of which are used as evaluationfactors to assess businesses in four key areas:1. Business performance2. Teaming capabilities3. Government suitability [if applicable]4. Business StrengthPARS™ uses key evaluation factors to help prime contractors determine the capabilities of potentialteaming partners and subcontractors. Using the PARS™ method, BP Alliance ensures a "qualified"supplier meets the minimumrequirements for experience,size, financial stability, technicalcapability, and other factorsparticipating public and privatesector organizations require.The BP Alliance will provide thetechnical assistance necessaryto help participatingBlack-owned businessesincrease their capabilities andcapacities to compete forbusiness opportunitiessuccessfully.In addition to expanding the pool of qualified firms, our strategy's critical element is creating moreawareness of the benefits of partnering with Black-owned businesses. Through Black ProgressAlliances' network of strategic relationships, we will help connect Black-owned businesses withcorporate and government partners that can help them grow their businesses. Our ultimate goal is tocreate generational success and wealth opportunities for Black-owned businesses.Page 70

Lab to Beauty I Beauty & WellnessKatherine Ragusa . Alison RagusaWe will keep this moving along with quarterly product launches.Establishing Lab to Beauty at the top of the fashion, beauty, and wellness market has been our missionfrom the start, and, accordingly, all of our resources continue to be dedicated to that goal. Our focushas always been on the top accounts in the world rather than sales, and we have, fortunately, been ableto launch Lab to Beauty with Saks Fifth Avenue, Neiman Marcus, Revolve, Douglas in Europe, TheFontainebleau, and Four Seasons.Although Lab to Beauty’s premium market positioning has exceeded our expectations, we are currentlyin the process of evolving our lineup by introducing a critical brand extension. In order to furtherenhance our extraordinary market position, we recognize the need to expand our product lineupbeyond CBD [due to the inherent limitations of a CBD-only brand]. We are confident that with theQ4 launch of our new and expanded market-leading collection, we'll be able to further solidify ournoteworthy position at the top of the premium market.Our Q4 collection includes our new AHA Recharge Serum [which we successfully tested with a recentpre-launch social media campaign in conjunction with Revolve]. We will be complementing our newAHA Recharge Serum with our new Bio-Retinol Booster this coming Holiday season. The natural retinolmarket is emerging, and our new Bio-Retinol Booster will serve as a great addition to our current lineupof luxury CBD and CBG products.In addition to enhancing our exceptional market position, we are looking for a strategic partnerwho can provide us with worldwide distribution and DTC market penetration.Bogavia I Beauty & WellnessKatherine Ragusa . Alison RagusaIt is a super-saturated market, and everyone wants in on this lucrative skincare boom. Creating a newbeauty brand is a lengthy, time-consuming, hefty task. It is then followed by the very difficult job ofachieving desirable positioning, valuable partnerships, consumer trust, and industry recognition amongstthe incredibly high competition.Bogavia is a comprehensive collection of premium plant-based face, body, and hair care products.Irresistibly fresh and easy to use, Bogavia offers customers a one-stop shop for all their clean beautyneeds, with uncomplicated self-care routines and radiant results, safely formulated for all skin + hairtypes.Page 71

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Giancarlo’s I Buffalo News ReviewAnthony Giancarlo Ragusa . Gabriela Ragusa https://www.giancarlossteakhouse.com/At Giancarlo's Sicilian Steakhouse, a first-class brigade holds the fort.Buffalo News Review . Andrew Galarneau . August 2, 2022 . All photos by Minh ConnorsFor the last few months, I’ve been wondering if the era of squadron service in glitzy surroundings hadgone the way of the buggy whip. Watching the crack team at Giancarlo’s Sicilian Steakhouse performtheir ballet des tables smoothly while delivering plates of well-crafted cuisine convinced me that I fearedtoo soon.Anthony Ragusa and sister Gabriela have been running a restaurant in a Williamsville plaza since 2011.At my first visit in 2012, I enjoyed my steak as best I could, perched on a chair at one of three high-toptables. That restaurant was the glimmering of an idea, wedged between two other concepts, a sports barand a coffee counter.It took me a decade to return. On my revisit, the Ragusas’ full-hearted plunge into fine dining wasalready well underway and doing boffo crowds. Housemade pasta – even gluten-free versions – andhigh-performance entrees veer far off the Italian-American stereotypical menu. There’s still a bar forcomfy cocktails, but a raw seafood bar, too, and one of the best-situated patios in Williamsville.None of that would matter if the battalion behind them was weak, though. Plenty of places budget morefor their decorator and television commercials than retention bonuses for line cooks. I can taste the lackof commitment in the food. Sometimes, the people stuck serving it to me look like they would rather beanywhere else.Not at Giancarlo’s, where our server was so effortlessly engaging I kept wondering if there were hiddencamera food television auditions afoot. The table setting didn’t include a tablecloth, but it did offer tablecards introducing you to your server, with full-color portraiture and a Tiger Beat-like getting-to-know-youbiography box. Giancarlo’s introduced them during the mask-wearing pandemic period since customerscouldn’t really see their server’s face.Page 73

General Manager Fred Palmer with a bottle of Italian wine, and head chef Nicholas Cee with some of thepasta made daily at Giancarlo's Sicilian Steakhouse.Genevieve, a five-year employee with a University at Buffalo degree working on becoming a sommelier,ably guided our table through a menu chockablock with pleasant detours. Asking the right questions,quick with apt suggestions, she helped us have our best meal.Fluffy housemade focaccia with butter and beguilingly sweet-tangy red pepper agrodolce are highlysnackable, but you might want to save ammo.Noodles rule at this steakhouse, given the work of chef Nicholas Cee, a nine-year employee, and hisflour-dusted pasta crew. Corn and crab ravioli [$22.90] was a breath of summer by the sea in a pastapackage tender as a love letter. Smoky-sour citrus chipotle sauce added a racy dimension.Servers wear buzzers and headsets to coordinate their deliveries. So a half-dozen oysters [$19.90] showup shortly after shucking. G’s antipasti [$22.90] presents as golden crumb-coated artichoke hearts stillcrispy, not wilted. The prosciutto-wrapped parcels of milky fresh mozzarella griddled to oozy andcrisp-edged, on arugula with dabs of chopped tomato bruschetta, doesn’t hurt its case, either.Page 74

Giancarlo's Sicilian Steakhouse includes an oyster bar with fresh seafood.Calamari [$19.90] arrived in whisper-thin coating, rings and tentacles each with their textural payoffs.More of that red pepper agrodolce was a welcome vacation from marinara.Salmon tartare includes lemon, capers, olives, tzatziki, pita, and pine nuts at Giancarlo's.Page 75

Giancarlo’s Salmon tar tare [$19.90] takes a voyage to the Greek isles. Yogur t sauces the fish, not oliveoil, its lactic tenderizing power resulting in ultra-lush bites of raw salmon. Bites arranged on wedges ofgrilled pita bread, anointed with lemon, the briny pop of capers, pine nuts, and the yogurt-garlic-dill dipcalled tzatziki, got people nodding. If you’re considering taking the dive, this is an effective gateway toeating uncooked fish.Ali Babba brick oven pizza at Giancarlo's Sicilian Steakhouse includes crushed tomatoes, artichokes,fresh mozzarella, arugula, cherry tomatoes, and shaved fennel.Our Ali Babba pizza [$22.90], decked with cherry tomatoes, artichokes, fresh mozzarella, shaved fennel,and arugula, did well as a vegetarian entrée, ideal salad-pizza hybrid. Its corniciones, too crispy to throwaway, found more of the red pepper sauce. Meatier versions include a Buffalo chicken [$22.90], steakwith banana peppers [$24.90], and pepperoni [$22.90], drizzled with hot chile honey.A plank of properly pan-seared sea bass [$44.90], creamy at the core, came perched on risotto that wasnotable for both what was present [bay shrimp and chopped artichoke] and what was missing [grainscooked to characterless mush]. Giancarlo’s got the rice right.Page 76

The Godfather is a 32-ounce bone-in ribeye at Giancarlo's Sicilian Steakhouse.The steaks delivered, too, like the 17-ounce strip steak [$59.90] that arrived expertly charred without,rosy within. But this is one steakhouse where your hunger could head in many directions.Lamb chops [$42.90] were another Greek pitch that landed squarely, sporting crispy fried garbanzobeans, spice-dusted frites, along with tzatziki that every lamb chop lover secretly craves.Desserts included Key lime pie [$14.90], cannoli [$9.90], and crème brulee [$14.90], but as is often thecase, the zeppole [$13.90] stole my table’s hearts. What’s better than a warm clutch of doughnutsbegging to be dunked?At this restaurant, there’s just one name on the sign. But remember: Restaurants are made of people. AtGiancarlo’s Sicilian Steakhouse, like a Super Tuscan, its excellence begins with a whole bunch ofnoteworthy grapes.Giancarlo’s Sicilian Steakhouse5110 Main St., Williamsville [giancarlossteakhouse.com, 716-650-5566]Hours: 5 to 9 p.m. Monday through Thursday, 4 to 9 p.m. Friday and Saturday. Closed Sunday.Prices: appetizers and salads, $14.90-$22.90; entrees, $22.90-$89.90.Parking: lotAtmosphere: urban bustleWheelchair accessible: yesGluten-free: housemade pasta and moreOutdoor dining: yes, lotsPage 77

Walker Center I A Williamsville LandmarkThe Walker Center opened as the gateway to Williamsville, NY, in 1994, and for nearly 30 years, it hasbeen the preeminent business, office, and fine dining center in WNY. Anchored by the nationallyacclaimed Giancarlo’s Sicilian Steakhouse & Pizzeria, the Walker Center has transitioned into a vibranttech center with several market-leading data solution tenants like PremCloud Resources, ZNZResources, Arcivium for Azure, and c1 Secure [serving international enterprise clients such as Lloyd’sBank of London, Network Rail of the UK, Bloomberg, Latham & Watkins, GE, Zoom, etc.].Since its inception, the Walker Center has also been the worldwide headquarters of the Advantage Co.And this coming August, the Walker Center will welcome the Buffalo Bills new Virtual Stadium Center.https://twitter.com/i/status/1585711163450572808Ron Raccuia, executive vice president and chief operating officer of theBuffalo Bills, told News 4.“The Walker Center in Williamsville will play host to the facility and theBills call the location “central to Western New York. Every fan that has aseat in the new stadium will come through the Sale Center. They’ll experience it from a virtual realitystandpoint, a 360 viewing standpoint. They’ll be able to sit in their seats. They’ll be able to designwhere they want to sit, where they want to park and tailgate,”Page 78

Advantage Co I Reading ListOver the years, I have researched, read, written about, andembodied these fundamentals. I believe in my RootPhilosophy. I believe in the merchant harvest. The books onthis list all have one thing in common - their clarity. For me, thesearch for clarity is where knowledge begins:The Essential Drucker by Peter Drucker - He defines thepurpose of business and management better than anyonebefore him or since.The One Minute Manager – build loyal employees [we’re allmanagers]. The One Minute Salesperson – build a salesstrategy and loyal customers.The Art of War – build a competitive strategy and win. Bydefining a winning strategy, Sun Tzu’s classic on waging waremerges as one of the great strategical essays of all time.The Prince by Niccolò Machiavelli - What Sun Tzu is to war,Niccolo is to politics - hardcore and undeniable.Built to Last – build a Core Ideology and a business that lasts.One Page Management – how to manage well.Finance & Accounting for Non-Financial Managers –handling your finances.The Mansions of Philosophy – Will Durant wrote this in1929 as a story of human life and destiny, or, as the subtitlepromises, an attempt at a consistent philosophy of life. It hasbeen a chisel on my life. This is nourishment for the mind.An Incomplete Education – the basics for a well-roundededucation.Siddhartha – Hermann Hesse's great little story for the soul.Lapsing Into a Comma by Bill Walsh - Although you may havethe Tweeter lingo down pat, it may help if you learn how toactually write skillfully.Tracy Allen Advantage Co Human Resources DirectorPage 79

Don’t Shoot the Messenger I Original CovidVID PostPosted by: TonyDate: April 13, 2020 https://tonywalkerpost.com/The Coronavirus contagion has not been contained or humbled by China. And now it ragesunsympathetically throughout the world, exacting its price from the weak and the old and, on occasion,adding to its enormous bounty by wresting life from some of our most able.Social distancing and hibernation are not, nor will they ever be, the answer [I think most of usrealize this by now]. These measures only hope to slow the contagion down - while wreaking havoc onevery aspect of our life. There’s no need to list everything from child abuse to isolation to economicdevastation; that and so much more is visiting each and every one of us. But sooner or later, thiscontagion will come to rest. A combination of herd immunity, effective treatment, and a variety ofinoculations will halt its rapacious march of death. But what of the collateral damage that will linger for ageneration?But, back to China. This is where it all began, and this is where the real damage is being done. Myconcern about the dire consequences of shuttering an entire world, as well as adding my voice tothe sounding of the China alarm, are not based on any political agenda - so don't shoot the messenger. Iam not political. I am neither a Democrat nor a Republican. I am a merchant. I am the grandson ofimmigrants. I was raised by my father and the Jesuits - while finding a polestar in Will Durant.But, back to China. I admire the political adroitness and the economic potency of China. Premier XiJinping has maneuvered and manipulated nearly 1.4 billion people, and I believe he will come out as aneven more powerful and dominant world figure when this crisis passes. This is no small feat consideringwhat he unleashed on the world.The contagion has not been subdued in China. Herbs and acupuncture have not saved a nation.Quarantining tens of millions of people did not work. But, at some point, China not only realized it MUSTget back to work before the entire country devolved into complete mayhem and insurrection, but it alsorecognized the opportunity to gain an even stronger foothold in the world market.China convinced the world to shut down [knowing full well it only delayed the inevitable] and then wentback to the business of feeding the world's insatiable thirst for cheap and readily accessible crap. Andwhile this is just a new riff on an old China song, what makes it even more effective this time around isthat they are not only back producing cheap and readily accessible crap - they are also producing ourdrugs, our highly advanced equipment, and our everyday technology devices. We have cededproduction of nearly everything to China, and now with our economies grinding to a halt - they are on thecusp of imposing their economic will on the entire world in a way centuries of imperialists never dreamedpossible. … And that's what I am thinking of this morning as I prepare for another day of damagecontrol and relief assistance for the many who are in dire need.Page 80

BPM I Agreement TemplatesThis Memorandum of Understanding [“MoU”] was prepared on __________________, 2022, by BlackProgress Matters [“BPM”] for all of the Founding Partners for the purpose of entering into a workingrelationship for the incubation and development of Startup LLC [“Startup”] as a Black Progress MattersBlack-Owned Incubated Business.Whereas BPM, Advantage Global Resources [“AGR”], Managing Partner, Strategic Partner, andResource Partner [i.e. the Founding Partners] are desirous of entering into an MoU between them settingout the working arrangements that each of the parties agrees are necessary to advance their mutuallybeneficial working relationship.Whereas the purpose of this MoU is to provide a framework for Startup's mission, management,financing, marketing, sales, accounting, costs, and the equitable distribution of its proceeds.1. Startup Mission StatementStartup is the world's first ….2. OwnershipThe equity shares that represent 100% ownership of Startup LLC are as follows:BPM 20%AGR 20%Managing Partner 20%Strategic Partner 20%Resource Partner 20%Total 100%3. Founding PartnersAll Founding Partners will be engaged in the marketing and sales of Startup. Additionally, allpartners will be eligible for full commission on all sales.4. Managing Partner, Executive Minority PartnerFor 20% of the equity of Star tup LLC, as the Executive Minority Partner and CEO, ManagingPartner will be responsible for all Startup business strategies, presentations, promotions,operations, relationships, Customer Introductions, and International Account Development.5. Startup Business StrategyResponding to the critical need for more strategic development opportunities for Blackprofessionals and entrepreneurs, the Black Progress Matters Black-Owned Business IncubationProgram has created and launched Startup [Startup]. Startup will provide …6. Black Progress MattersFor 20% of the equity of Star tup LLC, BPM will provide its imprimatur and 100% of the initiallaunch funding through its Black Progress Matters Black-Owned Business Incubator Program.Page 81

7. Advantage Global ResourcesFor 20% of the equity of Star tup LLC, and in conjunction with the Black Progress MattersMinority Business Incubator Program, AGR will provide Startup LLC 500 hours of services andbackend suppor t at AGR’s sole discretion, valued at a minimum of $100/hour [$50,000 value].This backend support will include:a. Website and presentations.b. Video presentations.c. Transaction and referral management.d. Tax reporting and filings.e. Payroll and benefits management.f. Legal advice and start-up services.g. Compliance with federal, state, or local laws, regulations, or codes relating to such sales,as well as the reporting of any and all sales and use tax incurred by Startup LLC inconnection with such sales transactions arranged for by Startup LLC.8. Strategic PartnerThe Strategic Partner will receive 20% equity and be responsible for the … of Startup as well asthe coordination of ongoing efforts with BPX.9. Resource PartnerThe Resource Partner of Startup will receive 20% equity and be responsible for the initialdevelopment of Startup as well as the coordination of ongoing efforts with BPM and AGR.10. Equity Forfeiture and Buy Back ProvisionIn the event any partner chooses to no longer participate in the Startup business, they willautomatically forfeit their equity shares. Additionally, any Founding Par tner will forfeit theirshares in Startup if they leave the company of their own volition or are terminated with cause.In the event of the death or dissolution of a partner, Startup shall, if it so chooses, purchase fromthe estate or shareholders of the partner all of the Equity Shares of Startup currently owned orhereafter acquired by the partner. The purchase price for such Equity Shares shall be basedentirely on the following buy-back formula:The value of the Partner’s Equity Shares will be entirely based on the lower of the previous twocalendar years’ accrual-based earnings at the date of the buy-back times a factor of 4.Note: If any partner or any of their associates are found to be in direct opposition to the missionand/or values of Black Progress Matters by a majority vote of the Startup LLC shareholders, thepartner will be, at the full discretion of Star tup LLC, compelled to do immediately sell their fullequity interest in Startup LLC at the above-stated formula.11. ConfidentialityThe parties agree that the terms of this MoU and the working relationship of the parties arePage 82

confidential and shall not be publicly disclosed by themor their representatives without the prior written consentof all parties or unless required by force of law;provided, however, that the par ties may disclose suchinformation to their attorneys, their accountants, federalor state revenue authorities as necessary, and asnecessary to enforce the parties’ rights under this MoU.If the terms of this MoU and the working relationship ofthe parties are disclosed to the aforementioned personsand/or entities, each will be advised by the disclosingparty that such confidential information is to be used fora limited purpose only and is not to be disclosed to thirdparties.12. Governing LawThis MoU, all negotiations, and any legal agreementsprepared in connection with this MoU and the workingrelationship of the parties, and any dispute or claimarising out of or in connection with this MoU and theworking relationship of the parties, shall be governed byand construed in accordance with, the law of the Stateof New York.13. Entire AgreementThis MoU contains the entire contract of the parties withrespect to the subject matter hereof and supersedes allagreements and understandings between the partiesconcerning such subject matter. This MoU may bemodified by the parties hereto only by written agreementby both parties.14. SeverabilityIf any provision, or portion thereof, of this MoU is orbecomes invalid under any applicable statute or rule oflaw, it is to be deemed stricken, and the rest of this MoUshall remain in full force and effect.Katherine Ragusa Advantage Co, Chief Executive OfficerPage 83

BPX I Contingency-Fee Staffing AgreementBlack Progress Matters [BPM] is an organization built on the premise that if BPM can secure theopportunity to fill an executive opening for an organization with the best Black candidate, BPM will beginto change the color of the executive suite while enhancing the aspiration of every one of color within theorganization.BPM recognizes that the color of the executive suite speaks volumes about the character and trueopportunity available for people of color in an organization. BPM believes that if you look to the top ofan organization and see Black leadership - it will inspire every one of color in that organization.BPX Executive Staffing works with organizations collaboratively to provide the recruitment and directplacement of qualified Black candidates at the executive level. BPX Executive Staffing focuses explicitlyon delivering immediate results to support the diversification of an organization's executive suite. Weprovide a customized approach for each client which integrates the search and recruiting process withtheir goals, including their unique processes and organizational requirements.Additionally, BPX Executive Staffing ensures our clients and candidates that regardless of race, color,creed, orientation, or gender specificity, we will work to provide the most appropriate executivecandidates for the available position. BPX Executive Staffing is an all-inclusive organization.This agreement confirms our candidate placement fees and employment satisfaction guarantee. Withthe execution of this collaborative Executive Staffing Program Agreement, ________________ confirmsthat they are in sync with and fully supportive of this BPM mission.1. Successful EngagementIf the candidate Black Progress Executive Staffing provides accepts employment with______________, or any of ______________'s affiliates, as a direct or indirect result of our referral,a placement fee is due Black Progress Matters. The amount is based on the candidate’sfirst-year annual salary. The entire 25% placement service fee is due 20 days from thesuccessful candidate’s hire date.2. Contingency-FeeBlack Progress Executive Staffing’s contingency fee is 25% of the candidate’s starting annualsalary. This fee is payable if the employee was hired within 12 months of the last day referred byBlack Progress Executive Staffing, regardless of the employment classification [permanent,temporary, referred through another agency, consulting, or per-diem arrangement].3. Fee Payment ScheduleFor each open job that Black Progress Matters is requested to fulfill, a $5,000 fee is due uponthe start of the engagement. This deposit is typically applied as a credit toward the entire 25%placement service fee which is due 20 days from the successful candidate’s date of hire;however, for ______________ this pre-payment is being waived.Page 84

4. ReferencesReference checks supplied by Black Progress Executive Staffing are conducted as a part of ourservice to ______________. These references are intended to be a cross-section of a candidate'swork experience and education as it relates to your specific requirements. ______________ isresponsible for detailed reference and background checks with regard to candidates' resumes.If directly requested, Black Progress Executive Staffing can provide full background checks [ie;education, work, criminal] and drug testing as necessary and with prior agreement between______________ and Black Progress Matters.5. Black Progress Matters GuaranteeIn the event the successful candidate leaves ______________'s employ [for any reason other thandownsizing or reorganization, job elimination, merger, or acquisition] within the first 100 days ofemployment, a prorated guarantee will be honored or a credit will be issued against thereplacement fee. The refund or credit will be equal to 1/100th of the fee multiplied by thenumber of days remaining on the guarantee.6. ConfidentialityBlack Progress Executive Staffing appreciates ______________’s confidence in us and asks thatall candidate referrals be held confidentially in accordance with the professional standards set byboth ______________ and Black Progress Matters.7. IndemnificationAs a common stipulation in all Black Progress Matters agreements, Black Progress ExecutiveStaffing agrees to hold ______________ harmless and indemnify ______________ for all damagesthat are the result of any negligent act or negligent omission or intentional misconduct of BlackProgress Executive Staffing, its directors, officers, employees, or agents. And, likewise,______________ agrees to hold Black Progress Executive Staffing harmless and indemnify BlackProgress Executive Staffing for all damages that are the result of any negligent act or negligentomission or intentional misconduct of ______________, its directors, officers, employees, oragents.8. Governing LawAll BPM, Black Progress Resources, and BPX Executive Staffing agreements shall be governedin all respects by the substantive laws of the State of New York without regard for conflicts oflaw principles, and any cause of action shall only be brought in a court of competent jurisdictionwithin and/or servicing Erie County, New York. Each party hereby expressly consents to,submits to, and acknowledges the personal jurisdiction of the federal and state cour ts withinand/or servicing Erie County, New York in connection with this Agreement. Each party agreesthat service of process in any such action or proceeding may be affected by mailing a copythereof by registered or cer tified mail [or any substantially similar form of mail], postage prepaid,to the other party at its address; and agrees that nothing herein shall affect the right to effectservice of process in any other manner permitted by law.Page 85

BPX I Executive Staffing Account AgreementThe BPX Executive Staffing Program is an annually renewable collaborative engagement.1. Black Progress Matters MissionBPM is an organization built on the premise that if BPM can secure the opportunity to fill anexecutive opening for an organization with the best Black candidate, BPM will begin to changethe color of the executive suite while enhancing the aspiration of everyone of color within theorganization.BPM recognizes that the color of the executive suite speaks volumes about the character andtrue opportunity available for people of color in an organization. BPM believes that if you look tothe top of an organization and see Black leadership - it will inspire everyone of color in thatorganization.Black Progress Executive Staffing works with organizations collaboratively to provide therecruitment and direct placement of Black candidates at the executive level. Black ProgressExecutive Staffing focuses explicitly on delivering immediate results to support the diversificationof an organization's executive suite.We provide a customized approach for each client, which integrates the search and recruitingprocess with your goals, including your unique processes and organizational requirements. Thisagreement confirms our candidate placement fees and employment satisfaction guarantee.With the execution of this collaborative Executive Staffing Program Agreement, "Account"confirms that they are in sync with and fully supportive of this BPM mission.BPX Executive Staffing ProgramThe BPX Executive Staffing Program provides the following benefits:a. BPM MissionBPM will promote the collaborative participation of an organization in the BPM Missionwith all of the accompanying social good and public relations benefits, especially inregards to raising awareness internally and externally of their commitment to pursuechange aggressively.b. BPX Executive Staffing International PresentationBPX Executive Staffing will provide premium postings of the organization’s ExecutiveJob Openings on our BPM Platform with accompanying Social Media exposuredemonstrating the organization’s desire to effectuate immediate change in theirexecutive suite.BPX Executive Staffing works collaboratively with the organization to define the positionprofile to target the search for the ideal executive to ensure that their offerings arePage 86

appropriate to their mission.c. Black Executive Talent PoolBPM will provide the organization full access to appropriate candidates from our BPMExecutive Membership [BPX] for executive-level openings. BPX Executive Staffingrecruits qualified Black candidates to fulfill executive positions across a variety ofindustries and skill sets. One of BPX Executive Staffing’s key resources is thisremarkable pool of Black executive talent that BPX continues to assemble. All of thecandidates that BPX Executive Staffing provide are fully vetted, interviewed, andprepared for the interview process ensuring both their qualifications and appropriate fitfor the executive position to be filled.BPX Executive Staffing is available to help coordinate the interview process to streamlinethe evaluation and selection process. If a BPX Executive Staffing candidate is chosen,we are also available to assist in the negotiation to secure a successful outcome.d. Black Executive-Level InternsBPX Executive Staffing will provide the organization full access to our BPM ExecutiveInternship Program, providing an executive-level experience for candidates fromhistorically black colleges and other minority resources.e. BPM Executive Staff ParticipationBPM will provide the organization full access to the BPM Executive Staff for internalmessaging, public relations, and public appearances, including video participation andproduction.f. BPM DesignBPM will provide the organization full access to the BPM design team and allpromotional materials necessar y to promote the BPM Mission and the organization’s fullparticipation.g. BPM Incubator Support & AccessBPM will provide the organization with priority access for investment to all BPMincubated businesses.h. Black Progress ResourcesBPM will provide the organization full access to our Black Progress Resources and BlackProgress Alliance Representation Ser vices.2. Successful EngagementIf the candidate BPX Executive Staffing provides accepts employment with "Account" or any of"Account’s” affiliates as a direct or indirect result of our referral, a placement fee is due BPXExecutive Staffing. The amount is based on 25% of the candidate’s first-year annual salary. Theentire 25% placement service fee is due 20 days from the successful candidate’s hire date.Page 87

3. Contingency FeeBPX Executive Staffing’s contingency fee is 25% of the candidate’s starting annual salary. Thisfee is payable if the employee was hired within 12 months of the last day referred by BPXExecutive Staffing, regardless of the employment classification [permanent, temporary, referredthrough another agency, consulting, or per-diem arrangement].4. Fee Payment ScheduleFor each open job that BPX Executive Staffing is requested to fulfill, a $5,000 fee is due upon thestart of the engagement. This deposit is typically applied as a credit toward the entire 25%placement service fee, which is due 45 days from the successful candidate’s date of hire;however, for "Account", this pre-payment is being waived.5. ReferencesReference checks supplied by BPX Executive Staffing are conducted as a part of our service to"Account". These references are intended to be a cross-section of a candidate's workexperience and education as it relates to your specific requirements. "Account" is responsiblefor detailed reference and background checks with regard to candidates' resumes. If directlyrequested, BPX Executive Staffing can provide full background checks (ie; education, work,criminal) and drug testing as necessary and with prior agreement between "Account" and BPXExecutive Staffing.6. BPX Executive Staffing GuaranteeIn the event the successful candidate leaves "Account's" employ [for any reason other thandownsizing or reorganization, job elimination, merger, or acquisition] within the first 100 days ofemployment, a prorated guarantee will be honored, or a credit will be issued against thereplacement fee. The refund or credit will be equal to 1/100th of the fee multiplied by thenumber of days remaining on the guarantee.7. ConfidentialityBPX Executive Staffing appreciates "Account's" confidence in us and asks that all candidatereferrals be held confidentially in accordance with the professional standards set by both"Account" and BPX Executive Staffing.8. IndemnificationAs a common stipulation in all Black Progress Matters agreements, BPX Executive Staffingagrees to hold "Account" harmless and indemnify "Account" for all damages that are the resultof any negligent act or negligent omission, or intentional misconduct of BPX Executive Staffing,its directors, officers, employees, or agents. And likewise, "Account" agrees to hold BPXExecutive Staffing harmless and indemnify BPX Executive Staffing for all damages that are theresult of any negligent act or negligent omission or intentional misconduct of "Account", itsdirectors, officers, employees, or agents.Page 88

9. Governing LawAll BPM and BPX Executive Staffing agreements shall be governed in all respects by thesubstantive laws of the State of New York without regard for conflicts of law principles, and anycause of action shall only be brought in a court of competent jurisdiction within and/or servicingErie County, New York. Each party hereby expressly consents to, submits to, and acknowledgesthe personal jurisdiction of the federal and state courts within and/or servicing Erie County, NewYork in connection with this Agreement. Each party agrees that service of process in any suchaction or proceeding may be effected by mailing a copy thereof by registered or certified mail (orany substantially similar form of mail), postage prepaid, to the other party at its address; andagrees that nothing herein shall affect the right to effect service of process in any other mannerpermitted by law.In witness whereof, "Account" and BPX Executive Staffing have executed this Executive StaffingProgram Agreement on the days and dates set out below, and certify that they have read, understood,and agreed to the terms and conditions of this agreement as set forth herein. The effective date of thisagreement is the date of the signature last affixed to this page."Account" BPX Executive Staffing____________________________________ ____________________________________Name Name____________________________________ ____________________________________Title TitleBPX I Teaming Partner MoUThis Memorandum of Understanding was prepared on April 5, 2022, and updated on January 11,2023, by Black Progress Matters LLC [“BPM”], and Advantage Global Resources [“AGR”] for the purposeof achieving the various aims and objectives relating to the development of Black Progress [BP]Executive Staffing. This Agent MoU will be updated at least two weeks in advance of each new quarter.Whereas BPM and AGR, with its various Agents and Teaming Partners, are desirous of entering intoa Memorandum of Understanding between them, setting out the working arrangements that BPM andAGR and its Agents and Teaming Partners agree are necessary to advance the development of BPXExecutive Staffing. The purpose of this Memorandum of Understanding is to provide a framework for thedistribution of profits and equitable distribution of proceeds of BPX Executive Staffing.Whereas the mission statement of BPM states that in any organization - if you look to the top at theexecutive level and see a person of color - it will inspire everyone of color in that organization. It speaksPage 89

volumes about the character and true opportunity available in that organization - and this is what BPM isdedicated to providing.Whereas Advantage Global Resources provides clients worldwide comprehensive business services forthe launch, support, growth, and, when appropriate, the sale of their businesses and partnerships.A. BPX Executive Staffing Contingency Fee ProgramBlack Progress Executive Staffing is the first pillar of our Black Progress Matters mission.BPX Executive Staffing works with organizations on a collaborative basis to provide the recruitment anddirect placement of appropriate candidates at the executive level. BPX Executive Staffing focusesexplicitly on delivering immediate results to support the diversification of an organization's executivesuite. Additionally, BPX Executive Staffing ensures our clients and candidates that regardless of race,color, creed, orientation, or gender specificity, we will work to provide the most appropriate executivecandidates for the available position. BPX Executive Staffing is an all-inclusive organization.BPX Executive Staffing effectuates change by providing best-in-class executive staffing solutions. Thisenables organizations to achieve their staffing goals with an intentional focus on providing Blackcandidates to the pool from which they select. We partner with organizations to help them becompetitive in the recruitment and hiring of top talent. We bring thoroughly vetted candidates to thetable for consideration so that companies have the ability to choose from a selective candidate pool.B. BPX Executive Staffing Contingency Fee Sharing ScheduleAuthorized BPX Executive Staffing Agents are eligible for and rewarded by our beneficial BPX ExecutiveStaffing Contingency Fee Commissions. Our BPX Executive Staffing 25% Contingency Fee in Q12023 is allocated as follows:BPX Executive Staffing 20%BPX Teaming Partner - Account Referral 15%BPX Teaming Partner - Account Acquisition 20%BPX Teaming Partner - Candidate Referral 15%BPX Teaming Partner - Candidate Acquisition 20%BPX Teaming Partner - Requisition Fulfillment 10%Total 100%All commissions and fee-splitting are paid after the hired candidate remains in the employ of the chargedaccount for 100 days.Note: All allocations are determined and paid out based on the allocation at the time ofrequisition fulfillment, regardless of any activity in any previous quarter. There is no retroactive orgrandfathered allocation of fees. All pay programs, profit sharing, commissions, fee-splitting,and bonuses are at the full discretion of BPX Executive Staffing management.Fee Splitting Quarterly ReviewPage 90

Job market dynamics have an impact on the reward for certain activities in the placement process. Overthe past few years, there has been an abundance of executive job openings but a paucity of candidates.However, with the recent downturn in the economy, the pendulum is beginning to shift. This means thatwe are expecting fewer executive job openings and more available candidates. Accordingly, theportioning of the BPX Executive Staffing Contingency Fee is now swinging more toward rewardingaccount referral and acquisition.In Q2 2023, we anticipate that executive job openings and available candidates are about equallyobtainable. Therefore, the Q1 2023 allocation of the BPX Executive Staffing Contingency Fee startingJanuary 1, 2023, reflects this balance. This balance will be reviewed every quarter and the appropriateallocation will be announced at least two weeks prior to the start of each new quarter.Here are the requirements for each portion of our BPX Executive Staffing Contingency Fee.● BPXBPX will retain this portion of the paid fee for providing the various BPX Executive Staffing andAGR resources to all authorized agents, accounts, and candidates at no charge.● BPX Teaming Partner - Account ReferralAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for thesuccessful referring of a new account that provides the requisition [job opening] that has beenfilled.○ Any targeted account must first receive approval from BPX Executive Staffing beforethey are contacted for participation in our BPX Executive Staffing Program.○ If the referred account has already had contact with BPX Executive Staffing or any of theBPM programs, then BPX Executive Staffing will review and determine any and allfee-splitting amongst engaged participants.● BPX Teaming Partner - Account AcquisitionAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for thesuccessful onboarding of the referred account and acquiring the requisition [job opening] thathas been filled.● BPX Teaming Partner - Candidate ReferralAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee forsuccessfully referring a candidate that has filled the requisition [job opening].○ If the referred candidate has already had contact with BPX Executive Staffing or any ofthe BPM programs, then BPX Executive Staffing will review and determine any and allfee-splitting amongst engaged participants.● BPX Teaming Partner - Candidate AcquisitionAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee for theonboarding of the referred candidate and successfully preparing them for presentation.Page 91

● BPX Teaming Partner - Requisition FulfillmentAn Authorized BPX Executive Staffing Agent will receive this por tion of the paid-in-full fee forsuccessfully fulfilling a requisition through direct involvement with the account and thepresentation of the candidate [including all negotiations].Note: BPX Teaming Partners and Agents are eligible for all of the BPX Teaming Partner fee splits. It ispossible for a BPX Teaming Partner to refer an account, onboard the account, acquire the requisition,refer an appropriate candidate, onboard, prepare, and present the candidate and ultimately receive 80%of the total fee. Each authorized BP Agent is, potentially, their own BPX Executive Staffing Office.Black Progress Executive Staffing is off to a great start, so we hope everyone will be fully engaged inpromoting and benefitting from our market-changing offering. Currently, we have a myriad of openingsfor executive positions at leading organizations across the country.C. AGR Relationship EquityAll BPX Executive Staffing teaming partners, representatives, equity partners, recruiters, and agentsagree that all BPX Executive Staffing and AGR business relationships, including but not limited to all BPXExecutive Staffing and AGR customers, clients, and investors, belong to BPX Executive Staffing andAGR; and all proceeds from any BPX Executive Staffing or AGR business engagement that developbecause of BPX Executive Staffing or AGR’s involvement or introduction will be owed and paid to BPXExecutive Staffing or AGR based on legacy protocol. This will survive any disruption or termination ofany BPX Executive Staffing or AGR working relationship with its teaming partners, representatives,equity partners, recruiters, or agents for a period of three years commencing upon the disruption ortermination date of the working relationship.D. Employee ContractThe purpose of this Memorandum of Understanding is to provide a framework for the management,financing, distribution of profits, and equitable distribution of proceeds of BPX Executive Staffing, and itis in no way to be considered an employment contract. All commission programs, profit sharing, andbonuses will remain at the discretion of BPX Executive Staffing management.E. Governing LawAll BPM, BPX, and AGR agreements shall be governed in all respects by the substantive laws of theState of New York without regard for conflicts of law principles, and any cause of action shall only bebrought in a court of competent jurisdiction within and/or servicing Erie County, New York. Each partyhereby expressly consents to, submits to, and acknowledges the personal jurisdiction of the federal andstate courts within and/or servicing Erie County, New York in connection with this Agreement. Eachparty agrees that service of process in any such action or proceeding may be effected by mailing a copythereof by registered or cer tified mail (or any substantially similar form of mail), postage prepaid, to theother party at its address; and agrees that nothing herein shall affect the right to effect service of processin any other manner permitted by law.In witness whereof, the parties have executed this Memorandum of Understanding on the days anddates set out below, and certify that they have read, understood, and agreed to the terms and conditionsPage 92

of this Memorandum of Understanding as set forth herein. The effective date of this MOU is the date ofthe signature last affixed to this page.BPX Teaming Partner ____________________________________ Date _______________________BPX Teaming PartnerDean Haynesworth _____________________________________ Date _______________________BPM CEOKatherine Ragusa ______________________________________ Date _______________________AGR CEOBPX I Teaming Partner Associate Program MoUThis Memorandum of Understanding was prepared on April 5, 2022, and updated on January 11,2023, by Black Progress Matters LLC [“BPM”], and Advantage Global Resources [“AGR”] for the purposeof achieving the various aims and objectives relating to the development of Black Progress [BP]Executive Staffing. This Teaming Partner Associate [“TPA”] MoU will be updated at least two weeks inadvance of each new quarter.Whereas BPM and AGR, with its various Teaming Partners, are desirous of entering into aMemorandum of Understanding between them, setting out the working arrangements that BPM andAGR and its Teaming Partners agree are necessary to advance the development of BPX ExecutiveStaffing. The purpose of this Memorandum of Understanding is to provide a framework for thedistribution of profits and equitable distribution of proceeds of BPX Executive Staffing.Whereas the mission statement of BPM states that in any organization - if you look to the top at theexecutive level and see a person of color - it will inspire everyone of color in that organization. It speaksvolumes about the character and true opportunity available in that organization - and this is what BPM isdedicated to providing.Whereas Advantage Global Resources provides clients worldwide comprehensive business services forthe launch, support, growth, and, when appropriate, the sale of their businesses and partnerships.A. BPX Executive Staffing Contingency Fee Sharing ScheduleAuthorized BPX Executive Staffing Teaming Partners are eligible for and rewarded by our beneficial BPXExecutive Staffing Contingency Fee Commissions. Our BPX Executive Staffing 25% Contingency Feein Q1 2023 is allocated to Teaming Partners as follows:BPX Executive Staffing 20%BPX Teaming Partner - Account Referral 15%Page 93

BPX Teaming Partner - Account Acquisition 20%BPX Teaming Partner - Candidate Referral 15%BPX Teaming Partner - Candidate Acquisition 20%BPX Teaming Partner - Requisition Fulfillment 10%Total 100%All commissions and fee-splitting are paid after the hired candidate remains in the employ of the chargedaccount for 100 days.Note: All allocations are determined and paid out based on the allocation at the time ofrequisition fulfillment, regardless of any activity in any previous quarter. There is no retroactive orgrandfathered allocation of fees. All pay programs, profit sharing, commissions, fee-splitting,and bonuses are at the full discretion of BPX Executive Staffing management.B. BPX Teaming Partner Associate [“TPA”] Contingency Fee Sharing ProgramAuthorized BPX Executive Staffing Teaming Partner Associates are eligible for all earned BPX TeamingPartner Fee Sharing for a period of 2 [two] years. The sponsoring BPX Teaming Partner will receive 20%of the Fee Sharing earned by the TPA for business transacted during the first two years of theirsponsorship of their TPA. Upon mutual agreement between and amongst BPM, BPX, AGR, TeamingPartner, and TPA, this agreement will automatically renew every year.For Example: If there is a job placement made and paid for, the fee sharing would be asfollows:BPX Executive Staffing 20%Fee Sharing Split Total Teaming Partner TPABPX Teaming Partner - Account Referral 15% 3% 12%BPX Teaming Partner - Account Acquisition 20% 4% 16%BPX Teaming Partner - Candidate Referral 15% 3% 12%BPX Teaming Partner - Candidate Acquisition 20% 4% 16%BPX Teaming Partner - Requisition Fulfillment 10% 2% 8%Total 80% 16% 64%BPX Teaming Partner ____________________________________ Date _______________________BPX Teaming PartnerBPX Associate ____________________________________ Date _______________________BPX AssociatePage 94

Proprietary Data Stack I Purchase AgreementThis Proprietary Data Stack 01.00 Purchase Agreement (the "Agreement") is entered into on the dateof purchase (the "Effective Date") by and between Purchaser Name, a [Purchaser Entity Type] organizedunder the laws of [Purchaser Jurisdiction], with its principal place of business at [Purchaser Address] (the"Purchaser"), and PremCloud Resources, a limited liability company organized under the laws of thestate of New York, with its principal place of business at 5110 Main St, Williamsville, NY 14211.Whereas PremCloud Resources is the developer and owner of certain intellectual property and sourcecode relating to its PremCloud Unified Data Platform [“PremCloud Platform”], which provides thefoundation of PremCloud Resources’ Purpose-Built Proprietary Data Stack Program;Whereas the Purchaser desires to acquire from PremCloud Resources the intellectual property andsource code, as well as ongoing technical support, deployment, training, and development services forProprietary Data Stack 01.00;Now, therefore, in consideration of the mutual promises and covenants contained herein, the partiesagree as follows:1. Purchase of Proprietary Data Stack 01.00PremCloud Resources agrees to sell to the Purchaser, and the Purchaser agrees to purchasefrom PremCloud Resources the intellectual property and source code for Proprietary Data Stack01.00 as well as the ongoing technical support, deployment, training, and development servicesfor Proprietary Data Stack 01.00 as fully described in Exhibit A.2. Purchase Price and Payment OptionsThe Purchaser agrees to pay to PremCloud Resources the purchase price of $7,000,000 [twelvemillion dollars], which shall be paid as follows:a. A 5% discount for full payment within 30 days of delivery;b. or payment of half on delivery and the other half paid in 4 quarterly payments at 0%interest.[Note] From an accounting perspective, the general rule is that the useful life of most software isbetween three and, at most, five years. Software is amortized over this useful life until it reachesobsolescence, as software generally doesn't have a resale value at its end of life.3. Delivery of Proprietary Data Stack 01.00PremCloud Resources shall deliver to the Purchaser the intellectual property and source code forProprietary Data Stack 01.00, as well as the ongoing technical suppor t, deployment, training,and development services for Proprietary Data Stack 01.00.4. Ownership of Intellectual PropertyUpon the Purchaser's full payment of the Purchase Price, the intellectual property and sourcePage 95

code for Proprietary Data Stack 01.00 shall be fully conveyed to the Purchaser, and PremCloudResources hereby assigns the restricted right, title, and interest in and to the intellectual propertyand source code for Proprietary Data Stack 01.00 to the Purchaser.5. Purchaser’s Usage Rights and Restrictionsa. Purchaser may modify, adapt, enhance, or create derivative works based on itsProprietary Data Stack 01.00, except as expressly prohibited in this Agreement or inwriting by the Chief Executive Officer of PremCloud Resources.b. Purchaser may not provide Open Source access in any way to the Proprietary DataStack 01.00 intellectual property and/or source code.c. Purchaser may use its Proprietary Data Stack 01.00 for its own internal businesspurposes but not for the benefit of any third party except as expressly permitted in thisAgreement or in writing by the Chief Executive Officer of PremCloud Resources.i. Permitted third-party users in this Agreement shall include all of the Purchaser’scurrent and future customers who use the Purchaser’s Proprietary Data Stack01.00 or any portion thereof for its own internal business purposes and not forresale, lease, bundling, gifting, trading, or license for use.ii. Third-party users in competition with PremCloud Resources data solutions andservices are not permitted to purchase, acquire, license, lease, or utilizeProprietary Data Stack 01.00 or any portion thereof except as expresslypermitted in writing by the Chief Executive Officer of PremCloud Resources.6. Proprietary Data Stack 01.00 WarrantyPremCloud Resources warrants that Proprietary Data Stack 01.00 will be free from originaldefects, if any, for a period of one year following the delivery of Proprietary Data Stack 01.00.PremCloud Resources' sole obligation under this one-year warranty shall be to repair or replaceany defective component of the original Proprietary Data Stack 01.00.7. Limitation of Liability.In no event shall PremCloud Resources be liable for any consequential, incidental, indirect,special, punitive, or exemplary damages, including without limitation lost profits, lost business,or lost data, arising out of or related to this agreement or the use or inability to use ProprietaryData Stack 01.00 or the documentation, even if PremCloud Resources has been advised of thepossibility of such damages.Furthermore, PremCloud Resources' liability for any claims arising out of this Agreement shall belimited to one million dollars in aggregate total.8. PremCloud Platform Ownership Rights.The PremCloud Platform provides the intellectual property and source code for thePurpose-Built Proprietary Data Stack Program. The PremCloud Platform’s intellectual property,source code, and branding are the property of PremCloud Resources and are protected bycopyright laws and international copyright treaties, as well as other intellectual property laws andtreaties.Page 96

PremCloud Resources retains all rights, title, and interest in and to the PremCloud Platform’sintellectual property, source code, and branding, including all intellectual property rights, andPurchaser acknowledges that it has no ownership or other rights to the PremCloud ProprietaryData Stack Program beyond this Agreement for its Proprietary Data Stack 01.00.PremCloud Resources is free to build, sell, lease, loan, gift, acquire, terminate, enhance, fix, endof life, or license any and all of its software, solutions, services, concepts, brands, warranties,guarantees, or products, including the PremCloud Platform, without restriction unless expresslyagreed to in this Agreement or in writing by the Chief Executive Officer of PremCloud Resources.9. Termination.This Agreement may be terminated by PremCloud Resources immediately upon notice toPurchaser if Purchaser breaches any of its obligations under this Agreement. Upon terminationof this Agreement, Purchaser shall immediately cease using Proprietary Data Stack 01.00 or anyof its components, source code, and Documentation and destroy all copies of Proprietary DataStack 01.00 intellectual property and source code in its possession.10. General Provisions.a. This Agreement constitutes the entire agreement between the par ties with respect to thesubject matter hereof and supersedes all prior or contemporaneous agreements orunderstandings, whether oral or written.b. This Agreement may not be amended or modified except in writing, signed by bothparties, including Tom Thomson, the Chief Executive Officer of PremCloud Resources.c. This Agreement shall be governed by and construed in accordance with the laws of theState of New York without giving effect to any principles of conflicts of law.d. Any dispute arising out of or related to this Agreement shall be resolved exclusively inthe state and federal courts located in Erie County, New York, and each party herebyconsents to the jurisdiction of such courts.In witness whereof, the parties have executed this Agreement as of the Effective Date.[Purchaser Name]Signature: _________________________________________________Name: ____________________________________________________Title: ______________________________________________________PremCloud Resources_________________________________________________Tom ThomsonChief Executive Officer, PremCloud ResourcesPage 97

Exhibit A1. Purpose-Built Proprietary Data Stack2. Version 01.003. Source Code:4. PremCloud Services:PremCloud Resources shall provide ongoing technical and staff support, deployment, training,and development services for Proprietary Data Stack 01.00 for a period of three years.5. Description of Proprietary Data Stack 01.00:Proprietary Data Stack 01.00 is a data governance solution that aims to help organizationsmanage and govern their data across different environments, such as on-premises, multi-cloud,and SaaS. It provides a unified approach to data governance by allowing organizations to createa holistic map of their data landscape and automate data discovery, classification, and lineage.This helps organizations gain a better understanding of their data and make more informeddecisions about managing and protecting it.Page 98

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