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Black Progress Resources I OneDigital

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Black Progress Resources I OneDigitalWhat We DoBlack Progress Resources [BPR] is an international selling resource developed by Advantage GlobalResources for Black Progress Matters. Asd a division of Black Progress Matters, Black ProgressResources provides an ever-expanding mix of premium sales opportunities for our authorized BPRRepresentatives, Resellers, and Teaming Partners [“BPR Agents”] by enabling access to all of ourauthorized BPR Providers’ diverse offerings [our Black Progress Resources].What We ProvideBlack Progress Resources delivers an easily accessible and useful library of essential information of allour available BPR Providers’ products and services that facilitate and enhance opportunities withprospective customers worldwide while enabling advantageous and frictionless intracompany and BPRAgent participation. As the list of our BPR Providers continues to grow, our BPR Agents’ opportunitiescontinue to grow as well.Black Progress Resources helps to develop new customers for all of our BPR Providers. Black ProgressResources helps to seek out new customers through comprehensive and well-coordinated marketingand advertising programs. Black Progress Resources also creates an opportunity to identify andpromote all of our world-class resources for new partnerships throughout our global network.BPR Agent AccessAs we continue to expand our BPR Providers, we make them all accessible to everyone associated withBlack Progress Resources. This access includes the protocol for sales support and fulfillment, alongwith the commensurate profit-sharing program.Note: In order to be eligible for any commission, the BPR Agent will need prior Authorization ToPresent from the BPR Provider before any introduction to a potential customer.Our Black Progress Resources are all packaged and presented in a way that is both accessible andattractive to our prospective BPR customers. Black Progress Resources has all of our BPR Providersproducts and services available for our BPR Agents on our password-protected website.The Resource CardThe products, programs, solutions, and services that the Black Progress Resources offers are as diverseas they are outstanding. And they are all detailed in their own Resource Card. The Resource Cardformat effectively communicates exactly what each BPR Provider has available to sell.In order to maximize our selling potential, every BPR Agent needs to know the simple basics of everyBlack Progress Resource: what it is, what it does, its value proposition, what it costs, how we’re going tosell it, how we are going to fulfill it, and how the BPR Agent is going to get paid for the sale or referral.1. Black Progress ResourcesThe Resource Card begins by introducing the approved offering [e.g. product, service, solution,resource, etc.] that is being made available by the BPR Provider - along with its cost and thePage 2

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targeted customers for this particular Black Progress Resource [and why].2. Value = Benefits - CostDetailing the value proposition for each offering is a key component of Black ProgressResources 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 Resource Card aids the authorized BPR Agent in selling or referring to the BPR Provider’soffering to potential customers by detailing the four most important points that speak to thedirect benefit the customer will receive.3. Selling & FulfillmentThe Resource Card provides the logistics regarding how referring or selling a Black ProgressResource is carried out by the BPR Agent in conjunction with the BPR Provider, as well asdefining the chain-of-custody in regards to the customer and the fulfillment.4. CompensationThe Resource Card also provides the entire commission structure. All of the commissions onsales earned by BPR Agents for the offerings of our Black Progress Resources are distributedamongst the listing BPR Agent, the sales or referral BPR Agent, the BPR Provider, and the BlackProgress Resources as per each BPR Provider’s arrangement.________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Page 3

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Black Progress Resources I MoU I OneDigital I First DraftThis Memorandum of Understanding [“MoU”] was prepared on May 11, 2021, by Advantage GlobalResources LLC [“AGR”] and its Black Progress Resources [“BPR”] division for the purpose of enteringinto a working relationship with OneDigital located in Atlanta, Georgia [“BPR Agent”] for the purpose ofpromoting, referring, selling, servicing, supporting, or fulfilling the products, services, solutions, andvarious other resources [“Black Progress Resources”] of BPR’s authorized providers [“BPR Provider”].Whereas BPR, BPR Agent, and BPR Providers [“Members”] are desirous to enter into a Memorandum ofUnderstanding setting out the working arrangements that each agree are necessary to develop andreward successful referral, sales, service, support, fulfillment, and compensation activity.The purpose of this Memorandum of Understanding is to provide a framework detailing the workingrelationship between BPR, OneDigital [BPR Agent], and Panther Data Solutions and Black ProgressMatters [BPR Providers]. As an BPR Agent, OneDigital desires to refer new customers to the BPRProviders [each, a “Referral”], and the BPR Providers desire to reward the BPR Agent for such Referralsby paying a commission [each a “Commission”] to the BPR Agent pursuant to the Commission scheduleattached hereto as Resource Card Exhibit A and Resource Card Exhibit B.The following are the conditions, protocol, requirements, compensation, and benefits of the BPRMember Program:1. BPR Provider InformationCompany Name: Black Progress MattersAddress: 22918 N 45thPlace, Phoenix, AZ 85050Website: BlackProgressMatters.orgOffering: UnBiasIt Data StackAuthorized by: Dean HaynesworthCost: Resource Card Exhibit ACommission: Resource Card Exhibit ASubject Matter Expert: Katherine RagusaPhone: +1 (716) 380-3074Email Address: Katherine@BlackProgressMatters.orgSkype or Zoom Address: ragusakaPrimary Contact: Dean HaynesworthPhone: +1 (480) 352-2679Email Address: Dean@BlackProgressMatter.orgSkype or Zoom Address: dwh252. BPR Provider InformationCompany Name: Panther Data SolutionsAddress: 22918 N 45thPlace, Phoenix, AZ 85050Website: PantherDataSolutions.comOffering: UnBiasIt Data StackAuthorized by: Dean HaynesworthCost: Resource Card Exhibit BPage 4

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Commission: Resource Card Exhibit BSubject Matter Expert: Maxwell DowningPhone: +1 (716) 425-6693Email Address: Maxwell@PantherDataSolutions.comSkype or Zoom Address: dbf1dfb9a6e750d2Primary Contact: Dean HaynesworthPhone: +1 (480) 352-2679Email Address: Dean@BlackProgressMatter.orgSkype or Zoom Address: dwh253. ReferralsThe BPR Agent desires to refer new customers to the BPR Provider, and the BPR Providerdesires to reward the BPR Agent for such referrals by paying a mutually agreed uponcommission in accordance with the Commission Schedule [attached below in Resource CardExhibit A ] established for the BPR Agent by the BPR Provider and authorized by BPR.Commissions will generally increase commensurate with the participation of the BPR Agent inthe customer acquisition, sale, and fulfillment cycle.4. TermUnless otherwise agreed, the BPR Agent’s authorization from the Provider will commence uponthe Effective Date as stated above and will continue for one year.5. Authorizationa. In order for the BPR Agent to be eligible for the payment of any Commission hereunderfor a Referral provided to the BPR Provider, the Agent may not be engaged with anycurrent or former customer of the BPR Provider unless authorized in writing by the BPRProvider.b. All possible referrals must be listed with the BPR Provider and pre-approved by the BPRProvider in writing.c. BPR and the BPR Provider shall verify and approve, in writing, within seven (7) days ofthe receipt of any referral whether such proffered referral is eligible for a Commissionhereunder.d. All Commission related sales and subscriptions will require the signature of approval ofBPR. BPR will review the customer engagement to ensure that the BPR Provider candeliver what they are selling profitably and without any undue risk.e. BPR reserves, in its sole discretion, the ability to accept or reject any proffered referral,and the Members hereby acknowledge that BPR shall only approve those referralswhere the BPR Provider’s offering can be reasonably and successfully provided.6. Commissionsa. All commissions remain at the discretion of BPR regardless of the stated criteria. Unlessotherwise agreed, all commissions will be earned on actual paid in full sales or paid infull gross profits unless otherwise stated.b. All earned commissions will be paid in full within 30 days upon full payment from thecustomer. The BPR Agent hereby waives any claim to interest or penalty, for any reasonwhatsoever, as a result of the late payment of any Commission due hereunder.Page 5

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c. Compliance for all BPR Agent Commissions, beyond a Referral Commission, includesthoughtful engagement on the performance of the product or service, full engagementon getting paid for the product or service, and, especially, full participation in thedevelopment of BPR’s reputation with the referred customer.d. Any BPR Agent Commission paid hereunder shall be paid upon cash receipt of the feereceived after the successful engagement with the Referred customer, as well as anyrequirements on the Provider set forth in the agreement by and between the BPRProvider and the referred customer.e. The Commission rates may be amended from time to time, but in no event shall theschedule be any worse than the Commission schedule offered to others by BPRProvider.f. Payments for all commissions described herein shall be exclusive of any and allwithholding and payroll taxes, and the BPR Provider will issue to Agent a 1099 inconnection with any Commission paid hereunder. This agreement shall not in any waycreate any employment relationship between the Members.7. Conflict of InterestBPR is responsible for knowing what Member conflicts might exist and to manage, reduce, oreliminate those conflicts. The key to handling these potential conflicts is full disclosure of anypotential conflict or the appearance of a conflict by the Members.A conflict of interest exists when there is evidence of or the appearance that a BPR Agent’spersonal interests have influenced or may influence Member transactions or operations, or thatthese interests take precedence over the interests, goals, and/or mission of the Members. Aconflict of interest may relate to a BPR Agent, their spouse/partner, family member, businessinterests, and/or associates.With their signature below, the Member assures that to the best of their knowledge, information,and belief, no situation in which they are involved personally or professionally could beconstrued as having a conflict of interest with SBL and its Members.8. Confidentialitya. All Member customers are confidential. Except as set forth in this Agreement, Membersagree not to refer any customer or the same engagement to a competing company.b. Members shall not make use of any Member confidential Information for its ownpurposes (except as necessary to fulfill its obligations under this Agreement) or for thebenefit of anyone other than Members.c. Members further agree that they shall comply with such policies and procedures relatingto the storage, safeguarding, retention, and destruction of customer or other data asmay be communicated by Members from time to time. The confidentiality restrictionscontained herein shall survive indefinitely.9. Miscellaneousa. Term. The Term of this Agreement shall be one (1) year. Any Member may terminatethis Agreement at any time for any reason upon thirty (30) days written notice to theother Members. In no event shall a cancellation of this Agreement affect anyCommissions due or accruing at the time of such cancellation.Page 6

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b. No Relationship. It is understood that the BPR Agents are independent representativesengaged in the operation of their own respective businesses. No Member is or is to beconsidered as, the agent, representative, or employee of the other Members for anypurposes whatsoever, and no agency, partnership, joint venture, or employee-employerrelationship is intended or created by this Agreement. No Member has authority to bindthe other Members or assume any obligations for or on behalf of the other Members orto make any warranties or representations for or on behalf of the other Members. ThisAgreement does not create an exclusive relationship between the Members. NoMember shall look to the other under any circumstances whatsoever for workers’compensation, disability, health, or any other employment or insurance benefit.c. Governing Law and Venue. This Agreement shall be governed and construed inaccordance with the laws of the State of New York without regard to its choice of lawprovisions. Any dispute, action, or claim arising out of this Agreement shall beadjudicated in a court of competent jurisdiction located with Erie County, New York.d. Counterparts. This Agreement may be executed in any number of counterparts. It isnot necessary that all Members sign all or any one of the counterparts, but eachMember must sign at least one counterpart for this Agreement to be effective.e. Entire Agreement. This Agreement constitutes the entire Agreement between theMembers regarding the subject matter contained herein and supersedes all prior andcontemporaneous undertakings and assignments of the Members, whether written ororal, with respect to the subject matter herein.f. Amendment. This Agreement shall not be amended except by a writing executed byboth Members.g. Waiver. No waiver of any provision of this Agreement or any breach thereunder shall bedeemed a waiver of any other provision or subsequent breach hereof, nor shall any suchwaiver constitute a continuing waiver. Delay or failure of any Member to insist on strictperformance or observance of any provision of this Agreement or to exercise any rightsor remedies hereunder, shall not be deemed a waiver. No Member may waive any oftheir rights or any obligation of the other Members or any provision of this Agreementexcept by an instrument in writing signed by that Member.h. Assignment. This Agreement, and the rights and obligations of the Membershereunder, may not be assigned or delegated without the prior written consent of theMembers. Any other attempt to assign this Agreement, or any rights or obligationshereunder, in contravention of this Agreement shall be null and void.In witness whereof, the Members 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 conditionsof this Memorandum of Understanding as set forth herein. The effective date of this MOU is the date ofthe signature last affixed to this page.OneDigital _____________________________________________ Date _______________________Name and TitleDean Haynesworth _____________________________________ Date _______________________Executive Minority Partner Black Progress Matters LLC and Panther Data Solutions LLCKatherine Ragusa ______________________________________ Date _______________________Executive Director of Black Progress ResourcesPage 7

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Black Progress Resources I Resource Card I Exhibit AA. Black Progress Executive Minority StaffingBPM is an organization built on the premise that if BPM can secure the opportunity to fill an executiveopening for an organization with the best black candidate, BPM will begin to change the color of theexecutive suite while enhancing the aspiration of everyone of color within the organization.Our Black Progress Staffing division works with organizations on a collaborative basis to provide therecruitment and direct placement of minority candidates at the executive level. Black Progress Staffingfocuses explicitly on delivering immediate results to support the diversification of an organization'sexecutive suite.Every large organization in America desperately needs our Executive Minority Staffing Program right now.Today, every organization is addressing its racial bias issues, and despite their best efforts, they stilldon't have anything that effectively creates immediate impact like our Executive Minority StaffingProgram.As a BPR Provider, BPM authorizes various BPR Agents to represent BPM’s Executive Minority StaffingProgram. BPR Agents will receive their negotiated share of the program fee as stipulated in Section D.As an BPR Provider, BPM also provides eligible staffing firms as well as trusted advisors [accounting,insurance, wealth management, financial advisors, and legal firms] with BPR Agent status and additionalfee-sharing incentives as stipulated in Section D.As a BPR Provider, BPM provides our authorized BPR Agents with a new revenue stream that can easilybe built on their current client relationships. Our BPR Agents have the opportunity to offer more value totheir existing clients by providing them a highly valued recruiting and placement service that goesbeyond their current business service offerings [that will benefit both their clients and themselves]. OurBPR Agents are responsible for cultivating opportunities through their existing network. BPR Agents canfurther penetrate their network for any staffing needs – simply put, where companies have a need to hirenew minority executives.B. Black Progress Staffing ServicesOur Black Progress Matters Executive Minority Staffing Program has three core offerings provided for byour Black Progress Staffing division: Our primary offering is an annually renewable Executive MinorityStaffing Program for $250k per year, and we are currently offering an introductory Executive MinorityStaffing Program which is a 6-month collaboration for $100k - a perfect way for your customers to getstarted with effectuating immediate change in the color of their executive suite. In addition to our maincollaboration program, we also offer an ongoing contingency-fee based recruitment program.When your customers signs up for our BPM Executive Minority Staffing Program, here is what they willreceive:1. BPM MissionBPM will collaboratively promote the participation of your customer in the BPM Mission with allPage 8

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of the accompanying social good and public relations benefits.2. BPM International PresentationBPM will provide premium postings of your customer’s Executive Job Openings on our BPMPlatform with accompanying Social Media exposure demonstrating your customer’s desire toeffectuate immediate change in their executive suite.We work collaboratively with your customers to define the position profile to target the search forthe ideal executive to ensure that their offerings are appropriate to their mission.3. Black Executive Talent PoolBPM will provide your customers full access to BPMs Executive Black Talent Pool forexecutive-level openings. BPM recruits qualified minority candidates to fulfill executive positionsacross a variety of industries and skillsets. One of BPM’s key resources is this remarkable poolof executive minority talent that we continue to assemble.All of the candidates that Black Progress Staffing provide are fully vetted, interviewed, andprepared for the interview process ensuring both their qualifications and appropriate fit for theexecutive position to be filled.BPM is available to help coordinate the interview process to streamline the evaluation andselection process. If a BPM candidate is chosen, we are also available to assist in thenegotiation to secure a successful outcome.4. Black Progress Staffing Contingency Fee DiscountBPM will provide your customers with a 40% discount on Black Progress Staffing’s 25%contingency fulfillment fee [reducing the Black Progress Staffing fee to 15% on all placementsmade during the duration of the program].5. Black Executive-Level InternsBPM will provide your customers full access to our BPM Executive Internship Program providingan executive-level experience for candidates from historically black colleges and other minorityresources.6. BPM Executive Staff ParticipationBPM will provide your customers full access to the BPM Executive Staff for internal messagingand public appearances including video participation and production.7. BPM DesignBPM will provide your customers full access to the BPM design team and all promotionalmaterials necessary to promote the BPM Mission and your customer’s full participation.8. BPM Incubator Support & Access20% of your customer’s program fee automatically goes directly to fund BPM’sMinority-Business Incubation Program.BPM will provide your customers with first access for investment to all BPM incubatedPage 9

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businesses.9. Black Progress ResourcesBPM will provide your customers full access to our Black Progress Resources RepresentationServices along with a full waiver of the $10,000 initiation fee.10. Full guarantee for our Black Progress Staffing services.BPM will provide your customers with a money-back guarantee. If at any time your customersare not satisfied with their BPM collaboration, they can terminate the relationship withoutrecourse and receive a full pro-rated refund on their $100k, $250k, or negotiated fee.C. Selling & FulfillmentAs an authorized BPR Agent, OneDigital will be provided with all of the available sales and marketingassets from BPM to sell BPM’s Executive Minority Staffing Program effectively. BPM will then deliver oneach paid engagement that is sold by the OneDigital team.D. BPM Executive Minority Staffing Collaboration Fee-Sharing ScheduleAll pay programs, profit sharing, commissions, fee splitting, and bonuses are at the full discretion of BPMmanagement. In the event of a successful paid in full collaboration program, the paid collaboration feewill be allocated as follows:Black Progress Resources 20%Acquire & Satisfy 20%Account Manager 20%Talent Pool 10%Candidate Fulfillment 20%Marketing & Administration 10%Total 100%D. BPM Executive Minority Staffing Contingency-Fee ProgramAll pay programs, profit sharing, commissions, fee splitting, and bonuses are at the full discretion of BPMmanagement. Our BPM Executive Minority Staffing Contingency Fee is 25% [as a percentage of thestarting annual salary]. The paid 25% contingency fee will be allocated as follows:The paid 25% contingency fee will be allocated as follows:Black Progress Resources 20%Account Acquisition & Satisfaction 20%Account Manager 10%Candidate Fulfillment/Talent Pool 40%Marketing & Administration 10%Total 100%The paid 15% contingency fee will be allocated as follows:Black Progress Resources 20%Account Manager 10%Page 10

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Candidate Fulfillment/Talent Pool 60%Marketing & Administration 10%Total 100%Black Progress Resources I Resource Card I Exhibit BA. Panther Data Solutions UnBiasIt Data StackPanther Data Solutions is a minority-owned tech company financed and launched by the Black ProgressMatters Minority-Business Incubation Program.1. Racial Bias AlertWhile most organizations today have racial bias response protocols and remediation strategies, PantherData Solutions' Racial Bias Alert is the first solution to provide an immediate deterrent to racial bias in anorganization.Racial Bias Alert enables leading organizations to have an immediate impact in eliminating racial bias inthe workplace by monitoring internal communications [e.g. email, text messages, etc.] for any indicationof racial bias in over 150 languages."Racial Bias Alert was created to ensure that an organization’s associates and customers have alevel playing field and no minority group is being marginalized through their company’scommunication channels. If we start there, we are confident we can help change people'sbehavior in corporate America." Dean Haynesworth CEO, Panther Data SolutionsUnderstanding Context is Key to Racial Bias AlertBeyond flagging and alerting obvious instances of communications that contain racial slurs, Racial BiasAlert can use trend analysis, proximity detection, context, tone, and other tools to reduce false positivesand help identify subtler but just as important indicators of bias. Especially phrases that are indicative ofaffinity bias and contribute to systemic racism. Target CustomerAs bias exists in varying forms in all workplaces, the size of our addressable market in the customerbase is vast. With this being said our target customers will be everything from small to mid-sizeorganizations as well as Fortune 1000 companies in the below sectors:● Pharmaceutical● Insurance● Credit Unions● Financial Services● Healthcare● Energy● Manufacturing● Retail● Media/EntertainmentHere are some of Racial Bias Alert’s key Value Propositions:Page 11

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❏ Highly Customizable & Proven SolutionRacial Bias Alert can be easily configured to look for key language, behaviors, and other markersthat signal problematic communications or unwanted activities. Panther Data Solutions canapply industry-standard criteria for your organization based on best practices, apply custommonitoring profiles, or combinations of these to develop an efficient surveillance process for yourcompany.In addition to key criteria violations, the tool can also perform intelligent sampling of the data,based on a wide variety of factors, such as communication type, employee groups orindividuals, policies, and message directions.Some of the other criteria Racial Bias Alert can monitor for are:● LGBTQ Discrimination● Sexual Harassment● High-pressure Sales Tactics● Mergers & Acquisitions● Money Laundering● Improper Gifts & Entertainment● Supplier Diversity● and any other custom criteria an organization wishes to addRacial Bias Alert is built on proven Supervisor technology, which is being utilized by the world'sleading organizations, including Fortune 100 financial, energy, and pharmaceutical companies(primarily to ensure compliance in high-stakes regulatory environments, such as SEC 17a-4,FINRA, and FERC; detecting and reporting cases of insider trading and other inappropriatebehaviors regarding the buying and selling of securities).❏ Racial Bias Alert is proactive, not reactiveSince 2000, 99% of Fortune 500 companies have paid settlements in at least one discriminationor sexual harassment lawsuit, according to a report from Good Jobs First, and that's notincluding the cases without a public record or incidents victims didn't report. With that saidevery company has some form of eDiscovery technology they use today to discover electronicdata when an internal or external investigation arises.The problem is that eDiscovery is highly reactive and can take weeks to review a few gigabytesof data, primarily if you use an outside vendor to process and review the data. Additionally,estimates from Logikcull indicated discovery costs with a vendor could reach $9,000/GB, whichincludes charges for identifying, collecting, processing, reviewing, and producing data during theprocess. It doesn't include opportunity costs for the time spent during the process rather thaninvesting in a proactive solution.Without wasting any time while you wait for an HR or eDiscovery request during a lawsuit, youcan use Racial Bias Alert today to proactively reduce sanctions, avoid bad press, correctbehavior, and raise your corporate culture to the highest standard, and prove you have a solutionin place to create an environment where this type of behavior is recognized and resolved afterthe first communications regarding a potential issue are sent.Page 12

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❏ Automated Workflows and AnalyticsFinally, Racial Bias Alert includes automated workflow tools to ensure that the right alerts arerouted to the right departments. Racial Bias Alert comes equipped with a list of actions so youcan make decisions instantly - these are all fully customizable according to your internalworkflow processes.Large organizations monitoring for a variety of different policies can configure it to route HRissues to HR, compliance concerns to compliance officers, notify the proper individuals ofcustomer service concerns, alert managers, and more. Built-in reports and executivedashboards allow for quick status review and issue tracking.Additionally, the analytics from the tool is extremely effective for making confident and intelligentdecisions. After looking and taking action on individual communications that have been flagged,you can look at and customize detailed reports of what's happening over time that best suit yourcompany based on different groups, departments, geographic locations, and more.You can use these analytics to decide how best to offer training, communicate with employeeswhere there are problems, and measure how effective current Diversity and Inclusion programsare.❏ Subscription License FeeTypically hosted solutions include a storage fee, infrastructure fee, and user fee, however, forRacial Bias Alert we include everything the customer needs in one subscription license fee on aper user per month basis. The pricing is based on the number of named users in an account.Once the data has been captured and indexed, it is then stored in Racial Bias Alert with astandard retention period of 90 days.2. UnBiasIT Data DetectRacial Bias Alert delivers real-time monitoring, identification, and investigation into your electroniccommunication bias. However, enterprises are sitting on massive data estates, upwards of severalpetabytes. Much of this data is considered dark, meaning that enterprises do not know the nature orsensitivity of this content. In fact, a recent survey of 1300 technology executives commissioned bySplunk reported that more than 75% of the executives believed 60% or more of their data is dark.This begs the question, what instances of racial bias exist in these historical data stores? Performinga historical review of your unstructured data (when complemented with real-time monitoring) deliversa complete assessment of your racial bias data posture. Providing you, your stakeholders, andcustomers with the assurance that you are committed to eradicating racial bias.With UnBiasIT Data Detect, Panther Data Solutions delivers a purpose-built solution to interrogatepetabyte-scale unstructured data volumes to identify instances of racial bias. UnBiasIT Data Detectprofiles data to identify several sensitive content types, including (but not limited to) race, ethnicity,genders, as well as other forms of PII, PHI, and PCI. Not only will this enable enterprises to identifypotential dark data risks, but the built-in workflows facilitate the movement of data to securerepositories, preservation in an archive, upstream review platforms, and much more.Page 13

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When paired with the Racial Bias Alert solution, this delivers a comprehensive analysis of your datato ensure historical and real-time instances of bias are investigated and remediated.Customers can also use Data Detect to:❏ Perform Data Migrations. Before migrating repositories containing unknown amounts of ROTto the cloud or to another destination, Data Detect ensures that organizations save money onhosting fees by migrating only business-critical data. “We deleted 65% of our emails and filesbefore migrating to Microsoft 365, saving hundreds of thousands in migration costs.” -LargeFinancial Services❏ Data Consolidation. Companies today have multiple access points for collecting legacy dataduring eDiscovery or compliance requests as they have acquired multiple data archivingsolutions as a result of mergers & acquisitions over the years, or in general, have scatteredunstructured data repositories. In one customer environment, we found they had over 30different data archiving tools for preserving legacy data. Data Detect will help you start yourjourney towards consolidating your enterprise data by classifying what you can get rid of andmoving into a unified global archiving solution - our UnBias Data Vault is the perfect tool.❏ Streamline M&A Activity. Data Detect makes your Information Technology team's lives a loteasier during Mergers & Acquisitions in two critical ways. One, during the M&A due diligenceprocess by providing visibility into the data being acquired [especially the dark data] to separatevaluable information from ROT. Two, during post-M&A activities that involve integrating legacysystems and information you will be able to quickly call attention to potential issues and areas ofundue risk in these acquired data assets before they become major business problems.❏ Detect Personally Identifiable Information [PII]. As big data is doubling every two years, andthe need to quickly identify and produce unstructured or ‘dark data,’ for legal and compliancerequests has been exacerbated by the advent of new data privacy regulations such as the EU’sGeneral Data Protection Regulation [GDPR] and the California Consumer Protection Act [CCPA]. As these modern privacy regulations continue to evolve, Panther Data Detect will drive your datacompliance program by helping you identify unneeded information quickly and purge it flexibly,creating a complete audit trail of the data purged, for legal substantiation, while also helpingfacilitate Data Subject Access Requests [DSARs] for compliance. This is key for making sureyou are confident all data in virtually any storage device has been accounted for when it's time toaccess your data for eDiscovery and compliance from your archives.3. UnBiasIT SentinelThe Cloud First Policy accelerated the pace at which the Federal Government realized the value ofcloud computing by requiring agencies to evaluate safe, secure cloud computing options beforemaking any new investments. This policy meant the government could take advantage of the cloudwith a cost-effective, risk-based repeatable procurement process.One of the main issues we see is that organizations have security policies and procedures that havenot been updated in years. At Panther Data Solutions, we believe companies should update theirpolicies and processes on a proactive basis. We have teamed with C1 Secure & CISO Sentinel toPage 14

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change the approach to security & compliance and provide a holistic view of what is going on withyour program.The main benefits for UnBiasIT Sentinel include:Page 15

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❏ Continuous MonitoringCompletely enable your assessment. In today’s evolving cyber threat landscape, performing anannual IT risk assessment “to check the box,” will do little to ensure your organization's criticalassets are secure. To protect your systems, intellectual property, and client-sensitiveinformation, organizations must constantly manage cyber risk.The classic paper review is a long process to figure out whether you are secure or not. CISOSentinel platform enables organizations to be in an “ongoing security assessment” state. If acustomer asks for a security assessment, we automate the process so clients can conductassessments right out of the platform.This means monitoring 24/7 365 days of the year to ensure compliance with the most stringentrequirements, especially FEDRAMP compliance that has born the most rigorous audits. We needto pass FEDRAMP because if we don't, we can’t provide services to the government.❏ CISO can easily report back to the C-SuiteAs board members and senior management wave off technical language and push to getanswers on their terms, UnBiasIt Sentinel is the solution Chief Information Security Officers havebeen waiting for to demonstrate how you are secure and how you know you are protected.Different questions from the C-suite may be:CFO: “How much cyber risk do we have? Are we spending too much or too little?”Audit: “Did you fix the high-priority issues?”CIO: “Are we spending our cybersecurity budget on the right things? What’s the ROI?”Board/CEO: “We don’t want to be the next news headline. Are we secure?”UnBiasIT Sentinel provides detailed reporting that can demonstrate your ongoing state ofcompliance and risk mitigation. UnBiasIT Sentinel is the single source of truth for all of thisinformation to make Chief Information Security Officer's lives easier. Every month you will havea plan of action and milestones while constantly being told what you need to do to get ahead.❏ Full-Time Employee SavingsSince CISO Sentinel is delivered as a Managed Service, clients eliminate the need to hire anadditional FTE to administer the platform, typically around 40-75k in recurring costs.Our differentiation❏ Our Story & HistoryPanther Data Solutions UnBiasIT Sentinel is powered by C1 Secure, which was the first cloudservice provider to achieve compliance under the Federal Risk and Authorization ManagementProgram [FEDRAMP] - the most stringent security framework there is.❏ Managed ServicesOur service is extremely prescriptive as customers just want to be told what they need to do.Instead of investing in remediation techniques, UnBiasIT Sentinel tracks what is happening inyour environment and prioritizes what you need to do while evaluating your posture relative toNIST, PCI, and other cybersecurity standards.Page 16

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❏ PricingSince our competition uses a license-based approach, you have to learn the software and hire afull-time employee to administer the platform. With UnBiasIT Sentinel, it is priced as a managedservice on a monthly subscription basis for the platform's use, so there are no license costs, andyou always have access to our consulting expertise for guidance.Our platform provides continuous transparency into the state of risk mitigation activities,real-time reporting of your organization's risk posture, at the same time ensuring compliance ismaintained through alignment to an industry-specific or best practices framework.Not only is data taken good care of in your archives, but UnBiasIT Sentinel provides clients witha tool to protect systems that house the data. We offer 30-day trials for UnBiasIT Sentinel inwhich we build out the instance for a test run to show clients what it can do in such a shortperiod.4. UnBiasIT Data DropEnterprise file sync and share products enable organizations to securely synchronize and sharedocuments, photos, videos, and files from multiple devices with employees, and externalcustomers and partners. Organizations often adopt these technologies to prevent employeesfrom using consumer-based file sharing apps to store, access, and manage corporate data that isoutside of the IT department’s control and visibility.Right now, 97% of the Fortune 1000 use enterprise file sync and share [EFSS] products, and themost prevalent tool that organizations use today is Dropbox. Most customers, unbeknownst tothem, have become cloud adopters through Dropbox. Why do people use Dropbox?❏ To circumvent Sharepoint [which is challenging to use].❏ Personal reasons. Employees have personal reasons to back up data [its inexpensivebackup].❏ Sending large files. Most enterprises have restrictions on file attachment size, so withDropbox, you can send a link to access.❏ The single biggest reason it is pervasive in enterprises, it is FREE.Problems with DropboxDropbox has over 500 million users, but only 12.7 million are paying customers [2.5%].Simultaneously, with the majority of the Fortune 1000 use Dropbox, only 56% are paying for theservice. They generated around $1.3 billion in 2019 at an average of $123 per user per year acrossall paying customers.With the mass majority of their user base being non-paying customers, they have created a businessmodel that is disproportionately expensive for their enterprise business users. The disproportionatecost to value for enterprises is $12.50 per user per month for the service.Problems with Enterprise File Sync and ShareOther than Dropbox and Box, many EFSS companies will be out of business in a few years as theyare not profitable. More importantly, EFSS is one of the most prominent security weaknessesthat many enterprises face. Why does this matter? The problem with customers not paying for,Page 17

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but using Dropbox, is that they have no administrative control over the users sharing their data, noway to manage permissions, no way to synchronize folders, and no active directory of single sign-on[SSO] capabilities.With all of these security concerns, the only reason enterprises allow employees to use it in the firstplace is because they cannot identify instances of it, and the impact of blocking this type ofapplication would cause a severe uproar amongst employees.Here’s why you need the UnBiasIT Data DropTo fill this vast gap, the UnBiasIT Data Drop is now available for enterprise-wide file sync and shareto provide your company with 100% control. It can be hosted on-premise, in the Cloud, or anycombination of the two.UnBiasIT Data Drop integrates with Active Directory, encrypts all data at rest and in-transit, providesfull activity logs and audit trails for compliance, has no storage limits, and is only $___ per user permonth. The UnBiasIT Data Drop has all of the functional capabilities one would desire in an EFSSsolution [share/synchronize files, organize data, perform personal backups of data], and it comesfully integrated with the rest of the UnBiasIT Data Stack.5. UnBiasIT Data VaultEvery company, institution, and government is relentlessly creating massive amounts of data thatneed to be archived, secured, managed, hosted, and utilized – and that means that with eachpassing moment our Panther Data Archive is needed more than ever to provide our remarkablearchiving solutions and services.Panther Data Archive targets, unifies, organizes, and moves big data that is no longer actively usedto a securely managed archive for long-term retention, unified access, and maximum futureutilization. This unified archived data consists of older data that is still important to our customersand may be needed for future reference, as well as data that must be retained for regulatorycompliance [such as the new GDPR regulations], litigation support, tax support, etc. Your data willbe fully indexed and have search capabilities so messages, files, and segments of files can be easilylocated and retrieved.Simply choosing an appropriate solution for their data archiving still leaves our multinationalcustomers at perilous risk [and, more importantly, without full ownership and control of their data].Our customer’s data archiving needs can no longer be satisfied by the limitation of simply choosingbetween a cloud-hosted or on-premise solution – there is a need for a more adaptable hostingalternative.Fortunately, our Panther Data Archive powered by PremCloud has eliminated the disadvantage ofhaving to choose between on-premise and cloud-hosted data by presenting a more nimbleparadigm for the location of data and the software solutions we offer. Our advanced PremCloudhosting perspective speaks directly to the strategic versatility of our hosting alternatives along withthe appropriate managed services that we can now provide our customers [especially ourmultinational customers]. Whether Panther Data Archive is in our customer’s own data center, a data center we provide andmanage for them, or a fully hosted presence in one of our PremCloud environments – we can nowPage 18

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offer our customers the most advantageous residence and management of their data based on anumber of criteria specific to the countries or compliance regions they are operating in. The days of relying solely on legacy data centers are over. Our new PremCloud adaptive hosting forPanther Data Archive is spread across multiple, geographically distributed sites and public, private,and hybrid cloud environments. Building, connecting, and securing this array of computing power isa complex job—and one that requires a new type of data center network, starting with anarchitecture optimized for the cloud era and an infrastructure that gives our customers agility,automation, and simplicity. Teaming with PremCloud to deliver this groundbreaking hosting model provides adaptable dataarchiving solutions with managed services for our accounts worldwide regardless of where their dataresides. Our customers can rely on our software and managed services for the archiving, security,management, hosting, and performance of their valuable and ever-increasing data. The key is that our customers always truly own their data – while they can rely on us for the security,management, and administrative optic that our market-leading solutions provide. And what PantherData Archive and our newest apps can do with data for our enterprise customers is truly magic – andthat magic is powered by PremCloud.Data Cold StorageAfter you clean and identify all of the data you want to offload from live servers through Data Detectand move it to the Data Vault, archived files and messages can be progressively moved to ColdStorage and other less expensive storage media, enabling organizations to utilize primary,secondary, tertiary, near-line and offline information stores for optimal efficiency.The Data Vault provides a rich set of alternatives for selectively managing the files and messagescontained in the archives. Administrators have the ability to create a hierarchical storagemanagement (tiered) structure of storage to optimize more expensive resources such as WORM(Write Once, Read Many) storage by moving data to different levels of the archive based on retentionpolicy, date, type, user, or many other variables.This tool provides for the most efficient usage of valuable enterprise and hosted storage resourcesfor the access, management, and retention of the intellectual property contained in yourorganization’s data.Data DisposalOur Data Disposal helps companies with strict retention policies to comply with records retentionlaws by ensuring data is properly disposed of after it expires from set retention periods. The DataVault provides an interface to enable an authorized person to delete data or extend the retentionperiods.UnBiasIT Data Vault will become your central point for disposing of data across your organizationand is the most effective way to ensure corporate records are deleted not only from the archive butthe entire organization as well.Page 19

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C. Selling & FulfillmentAs an authorized BPR Agent, OneDigital will be able to present and demo the Racial Bias Alerttechnology to their customers. Without training and certification, OneDigital agents will collaborate withthe Panther Data Solutions sales team to present and demo the Racial Bias Alert technology inconjunction with the OneDigital team.Once the opportunity has been qualified and pricing with the customer is ready to be shared, thefollowing process below outlines how OneDigital will work with Panther Data Solutions to complete thedeal:1.1. Deal RegistryOneDigital will obtain orders from End Customers for Panther Data Solutions Productsand Services and provide orders to Panther Data Solutions. Prior to the execution of anysale to a Customer, OneDigital must submit the following information to Panther DataSolutions for approval (in accordance with the process designated by Panther DataSolutions): (i) The name of the Customer, (ii) the Product (iii) the number of Named Users,(iv) the price in U.S. dollars, (v) the requested delivery date, and (vi) a commitment by theEnd Customer to at least a twelve (12) month term (but such term may be longer thantwelve (12) months if desired by End Customer) (vii) any additional information requestedby Panther Data Solutions. Panther Data Solutions will acknowledge receipt of theinformation within two (2) business days and will either accept or reject the dealproposal at its reasonable discretion.1.2. Upon Panther Data Solution’s written approval of the transaction through the DealRegistry, OneDigital may issue a quote to the Customer. The terms and conditions ofOneDigital’s preprinted quote and/or purchase order are not binding upon Panther DataSolutions for any purpose.1.3. All payments will be made in United States Dollars without deduction or setoff.1.4. OneDigital will pay all sales, use, excise, import or export, value-added, or other tax(other than taxes based on the new income of Panther Data Solutions) or duty, and allgovernment permit, withholding or license fees, and customs or similar fees, levied uponthe transactions contemplated by this Agreement.1.5. OneDigital assumes all responsibility for collections from Customers. As a way ofclarification, OneDigital will be liable for and will pay all valid invoices due to PantherData Solutions, regardless of a Customer's installation success, acceptance criteria, orfailure to make payment.1.6. If OneDigital fails to pay any undisputed invoices when due, Panther Data Solutions maycharge interest at one percent (1%) per month on the unpaid balance. Except asotherwise set forth in this Agreement, each party will be responsible for its own fees,costs, expenses, or taxes incurred in connection with its performance under thisAgreement.Page 20