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BLUE RIBBON NETWORK AGREEMENT

Effective Date
Network Member Name
Network Member’s
Principal Place of Business

This Blue Ribbon Network Agreement (“Agreement”) is made and entered into as of the Effective Date set forth above by and
between Blue Ribbon Network LLC, a Texas limited liability corporation, with its principal place of business at 7020 Portwest Drive, Suite
150, Houston, Texas 77024 (“Blue Ribbon”) and the Network Member specified above (herein referred to as “Contractor”).

WHEREAS, Blue Ribbon or its affiliate, Blue Ribbon Legal LLC (“BR Legal’), has certain valuable “Customer Contacts,” marketing
opportunities, and administrative efficiencies;

WHEREAS, the Customer Contacts of Blue Ribbon are of value to Contractor;

WHEREAS, it is of mutual value for Blue Ribbon and for its Customer Contacts to work with Contractor so that Contractor may provide
certain services, products, and goods (“Services/Goods/Products”), as needed and required by Blue Ribbon and/or its Customer Contacts, to
those Customer Contacts;WHEREAS, it is likewise of value for Contractor to work with Blue Ribbon and its Customer Contacts to provide
those Services/Goods/Products, as needed and as requested by Blue Ribbon and/or its Customer Contacts;

WHEREAS, the parties further envision that, as a result of the Blue Ribbon Network, Contractor may also enjoy further value from
relationships that may be developed with other Blue Ribbon Network Members (other Contractors who have or will join the Blue Ribbon
Network, as Contractor has);

WHEREAS, Contractor and other Network Members may provide opportunities for additional work among the Network Members on either a
subcontract or referral basis;

WHEREAS, in light of the value envisioned by both Blue Ribbon and Contractor, the parties seek to enter into an Agreement so that (1) Blue
Ribbon may have the opportunity (though not the requirement) either to contract with Contractor for the provision of
Services/Goods/Products to the Blue Ribbon Customer Contracts; or (2) Blue Ribbon, if it chooses, may refer work to Contractor, in return
for certain referral fee(s), so that Contractor may work directly with the Blue Ribbon Customer Contact(s); and so that (3) the Contractor, if it
chooses, may take advantage of other marketing and work opportunities, if any arise, through its relationships with other Blue Ribbon
Network Members;

NOW THEREFORE, in light of the mutual value seen in this arrangement by Blue Ribbon and Contractor, they agree as follows:

1. Overview of the Work and Term Contractor, including the specific results to be achieved (if
a. Work from Blue Ribbon to Contractor. From time to applicable), the start date and the required completion date for
time during the Term, defined 1(c), Blue Ribbon may request the services, or the required delivery date for goods or products,
Contractor to perform or provide certain and will become effective only when executed by both parties.
Services/Goods/Products as part of contracts that Blue Ribbon For each Referral Project, the Statement of Work shall provide
has with its Customer contracts (“the Subcontractor Work”). In the Contractor sufficient knowledge of the work, service or good
addition, Blue Ribbon may refer certain work, projects or to be provided, along with sufficient contact information for the
contracts to Contractor so that Contractor may perform or provide Customer Contact, so that Contractor may negotiate the
Services/Goods/Products directly to Blue Ribbon Customer Services/Goods/Products contract on its own, if it chooses and is
Contacts (“the Referral Projects”). Blue Ribbon has no obligation possible. Provision of a Statement of Work for a Referral Project
to request Contractor to perform or provide any such is not a guarantee that Contractor will obtain any such work from
Services/Goods/Products, as Subcontractor Work, nor is there the Customer Contact, as it is up to the Contractor to follow up on
any obligation for Blue Ribbon to refer any such work or projects any such referral and negotiate (or not) a contract with the
to Contractor, as Referral Projects. Further, if Blue Ribbon Customer Contact. Payment for these services is specified in
requests Contractor to perform or provide Subcontractor Work or Section 3, and the parties understand that Contractor shall pay a
offers Contractor Referral Projects, Contractor has no obligation fee to Blue Ribbon for all work that follows from any Customer
to agree to perform or provide any such Contact for whom Contractor works at any time, when Contractor
Services/Goods/Products. Any request by Blue Ribbon to have is a part of the Blue Ribbon Network. The fees specified below
Contractor perform or provide Subcontractor Work or Referral (Section 3) are in recognition for the services and opportunities
Project pursuant to this Agreement will be set forth in writing in a Blue Ribbon Network provides to Network Members, which they
document titled “Statement of Work,” example attached as would not have but for being part of the Blue Ribbon Network
Exhibit A. Every Statement of Work shall be governed by the
pertinent portions of this Agreement. For each Subcontractor b. Work among Network Members. Similar to that
Work, a Statement of Work will specify the anticipated work from Blue Ribbon to Contractor (see 1 (a)
Services/Goods/Products to be performed or provided by above), from time to time during the Term, defined 1(c), Network
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Members (or other contractors to Blue Ribbon like Contractor) asked by a Customer Contact to do some other or different work
may request that Contractor (or vice versa) perform or provide (than that originally referred to Contractor), then Contractor shall
certain Services/Goods/Products, either in a subcontractor role or notify Blue Ribbon, per the procedure in this paragraph, and shall
in a referral role. There is no requirement that either the Network pay a fee, as specified below (Section 3), to Blue Ribbon. The
Members or the Contractor offer such opportunities to each other provision of this information by Contractor to Blue Ribbon shall
or agree to any such offers from Network Members. be made solely to assist in determining and monitoring the
Nonetheless, Contractor understands that, as a part of any such required referral fees that Contractor agrees to pay to Blue
work, it shall be responsible for payment to Blue Ribbon of a fee, Ribbon as a result of any Referral Project (see Section 3). Blue
as specified below (Section 3), in recognition of the services and Ribbon does not and shall not control or monitor, and it is not
opportunities it provides to Network Members, which they would responsible for, any such Referral Project.
not have but for being part of the Blue Ribbon Network.
h. Notification to Blue Ribbon – Network Member Work.
c. Term. The “Term” will commence on the Effective Date To the extent that any Network Member refers or subcontracts
and will continue for one (1) year, unless earlier terminated work to Contractor (or vice versa), see 1(b) above, generally
pursuant to the provisions of Section 7, and will automatically referred to as “Network Member Work,” then Contractor shall
renew for successive one year periods, unless either party notify Blue Ribbon in the method described in 1(g) above. The
provides written notice of its intent not to renew the Agreement at provision of this information by Contractor to Blue Ribbon shall
least sixty (60) days prior to the end of the then-current period. be made solely to assist in determining and monitoring the
required referral fees that Contractor agrees to pay to Blue
d. Changes in Subcontractor Work. In regard to any Ribbon as a result of the Network Member Work (see Section 3).
Subcontractor Work, if Blue Ribbon wishes to change any Blue Ribbon does not and shall not control or monitor or be
provisions of a Statement of Work, then Contractor will review the responsible for any such Network Member Work.
proposed change and determine the feasibility of the change and
any effect it will have on the cost and schedule as set forth in the 2. Relationship of Parties.
Statement of Work. If agreed, both parties will amend the
Statement of Work accordingly. a. Independent Contractor Relationship. Whether in
connection with Referral Projects, Subcontractor Work, or the
e. Relationship Manager. If a given project warrants such Network Member Work, Contractor is an independent contractor
communication, Blue Ribbon will designate a “Relationship of Blue Ribbon and is not a partner, joint venturer, agent or
Manager” or principal Blue Ribbon representative for the employee of, and has no authority to bind, Blue Ribbon by
Contractor to discuss any Subcontractor Work. In that instance, contract or otherwise. In regard to Subcontractor Work,
the Contractor shall also designate an appropriate Relationship Contractor will perform or provide the Services/Goods/Products
Manager. For any such Subcontractor Work, Contractor shall under the general direction of Blue Ribbon, as a primary
attend meetings at reasonable times as requested by Blue contractor to the Customer Contact. However, in regard to
Ribbon, if any are requested. Subcontractor Work, Referral Work and Network Member Work,
Contractor will determine, in Contractor’s sole discretion, the
f. Review by Blue Ribbon. As deemed necessary for any manner and means by which the Services/Goods/Products are
Subcontractor Work, Blue Ribbon may review the progress of accomplished or provided, as the case may be, subject to the
Contractor’s performance or provision of the requirement that Contractor shall at all times comply with
Services/Goods/Products at Contractor’s or Customer’s facilities. applicable law. Blue Ribbon has no right or authority to control
Contractor will cooperate with Blue Ribbon in performing such the manner or means by which the Services/Goods/Products are
reviews, including, without limitation, providing Blue Ribbon with done, provided or completed.
access to all work in progress, documents and other materials,
as reasonably requested by Blue Ribbon. Blue Ribbon may b. Independent Tax Liability. Contractor will report as
perform any such reviews only during normal business hours by income all compensation received by Contractor pursuant to this
providing Contractor with reasonable advance written notice. In Agreement to the appropriate taxing authorities. Contractor will
performing such reviews, Blue Ribbon will not interfere unduly indemnify Blue Ribbon and hold it harmless from and against all
with the operation of Contractor’s other business activities, and claims, damages, losses and expenses, including reasonable
Blue Ribbon will comply with Contractor’s reasonable safety, fees and expenses of attorneys and other professionals, relating
security and other policies and procedures. to any obligation imposed by law on Blue Ribbon to pay any
withholding taxes, social security, unemployment or disability
g. Notification to Blue Ribbon - Referral Projects. If insurance, or similar items in connection with compensation
Contractor is able to secure an agreement to provide or perform received by Contractor pursuant to this Agreement. Contractor
any Services/Goods/Products for a Customer Contact referred by will not be entitled to participate in any plans, arrangements, or
Blue Ribbon, then Contractor shall within ten (10) days of distributions by Blue Ribbon pertaining to any bonus, stock
acceptance of such contractual obligation provide Blue Ribbon option, profit sharing, insurance or similar benefits for Blue
with a description of any such agreement (including a copy of Ribbon’s employees.
that agreement) and a list of the Services/Goods/Products to be
provided. This notification requirement applies to all work c. Insurance Requirements. Contractor will maintain
obtained at any time from any Customer Contact referred by Blue adequate insurance to protect Contractor from the following: (i)
Ribbon, when Contractor is a part of the Blue Ribbon Network. claims under workers’ compensation and state disability acts; (ii)
For example, if, after an initial referral of work, Contractor is claims for damages because of bodily injury, sickness, disease or
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death that arise out of any negligent act or omission of Contractor a. Blue Ribbon Will Provide Confidential Data. Blue
or its employees; and (iii) claims for damages because of injury Ribbon agrees to provide Contractor, and Contractor
to or destruction of tangible or intangible property, including loss acknowledges that it will acquire from Blue Ribbon, confidential
of use resulting therefrom, that arise out of any negligent act or data, materials and information (“Confidential Data”). This
omission of Contractor or its employees. Confidential Data shall include all trade secret, marketing,
financial and other proprietary, non-public information and
3. Invoicing and Payment materials ofBlue Ribbon or its customers, as well as knowledge
about the business, financial condition, products, programming
a. Subcontractor Work from Blue Ribbon. Subject to the techniques, experimental work, customers and suppliers of Blue
terms and conditions of this Agreement, for the performance of Ribbon, its customers or licensors. All such Confidential
the Services/Goods/Products set forth in an executed Statement Information knowledge, information and materials acquired are
of Work, Blue Ribbon will pay Contractor the fees agreed upon in and will be the trade secrets and confidential and proprietary
the Statement of Work. Contractor will invoice Blue Ribbon on a information of Blue Ribbon, its customers or licensors.
monthly basis. Blue Ribbon will pay each properly submitted Confidential Information will not include, however, any
invoice no later than sixty (60) days after its receipt. information that (i) is or becomes generally known to the public
through no fault or breach of this Agreement by Contractor;
b. Referral Projects from Blue Ribbon to Contractor. (ii)Contractor can demonstrate by written evidence was rightfully
Contractor shall pay to Blue Ribbon an amount equal to in Contractor’s possession the time of disclosure, without an
__________ percent (__%) of the gross total invoice as obligation of confidentiality; (iii) Contractor can demonstrate by
submitted to the referred Customer Contact, or, if the parties so written evidence was independently developed by Contractor
choose, any amount determined in the Statement of Work, if one without use of or access to the Confidential Information; or (iv)
exists. Such payments shall be due within sixty (60) days of the Contractor rightfully obtains from a third party without any duty of
submission of such invoice to the referred Customer Contact. confidentiality or restriction on use or disclosure.
Contractor shall deliver to Blue Ribbon a copy of each invoice (or
an appropriate and agreed-upon accounting summary) submitted b. Contractor Agrees to Keep the Data Confidential.
to each referred Customer Contact, at the same time each Contractor agrees to hold all such Confidential Information in
invoice is sent to the Customer Contact. This process shall be strict confidence, will use Confidential Information only for the
followed as to all work that Contractor may receive from the purpose of performing or providing the Services/Goods/Products,
Customer Contact at any time, as long as Contractor is a and will limit disclosure of Confidential Information to its
Network Member (regardless of whether Blue Ribbon specifically employees that need to access such Confidential Information for
refers the work to Contractor or not). the foregoing permitted purpose and are subject to legally
binding obligations to maintain the confidentiality of the
c. Network Member Work. If Contractor refers work to another Confidential Information that are at least as stringent as the
Network Member, Contractor shall charge that other Network obligations under this Section. Contractor may disclose
Member a referral fee of _______ percent (__%) of the gross Confidential Information to the extent required by applicable law
total invoice submitted by the Network Member to the particular or order of a court, government agency or other government
customer, and Contractor shall split that fee with Blue Ribbon. body, but only if Contractor provides prompt notice of that
Contractor is obligated to obtain copies of all pertinent invoices requirement to Blue Ribbon to enable Blue Ribbon to seek a
submitted by the Network Member to whom the work is referred. protective order or otherwise prevent or restrict the disclosure.
If, alternatively, Contractor performs or provides
Services/Goods/Products as a Subcontractor to any other c. Nonsolicitation. Further, in return for the mutual
Network Member, Contractor shall pay Blue Ribbon an amount promises of the parties and in particular in return for Blue
equal to __________________ percent (____ %) of the gross Ribbon’s agreement to provide Confidential Data, Contractor
total invoice as submitted to the Network Member. Such agrees for a period of twelve months not to solicit the customers
payments shall be due as follows: (1) in the case of referral work, of Blue Ribbon, BR Legal, or of any other Network Member, of
within sixty (60) days of the Network Member’s submission of its which customer Contractor had any contact or knowledge, as a
invoice to the particular customer; and (2) in the case of result of being a Network Member (if known about during the a
subcontractor work, within sixty (60) days of the Contractor’s one-year time period prior to the termination of this Agreement).
submission of its invoice to the Network Member. This process This nonsolicitation clause does not apply to customers listed by
shall be followed as to all work that Contractor may receive from Contractor prior to becoming a Network Member; upon signing
or refer to any Network Member at any time, as long as this Agreement, Contractor shall disclose to Blue Ribbon a list of
Contractor is a Network Member. all its customers. Additionally, Contractor agrees not to solicit or
seek to hire any employees of Blue Ribbon or its Network
d. Records Access. Contractor agrees to provide Blue Members during the same twelve month time period. The parties
Ribbon with reasonable access to its records to confirm any agree that this clause shall be reasonably interpreted under the
information related Subcontractor Work, Referral Projects, and law, and that the time and geographical limitations shall be
Network Member Work, during normal business hours, upon reasonably restricted per the law, although the clause shall be
three (3) business day notice. enforced nonetheless to provide Blue Ribbon and its Network
Members with the broadest protection legally possible. To the
5. Confidentiality/Nonsolicitation extent any portion of this Nonsolicitation Clause is deemed overly
broad, the parties agree that it may be reformed by any court of
law or arbitrator, if applicable.
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d. The obligations and requirements under the c. Upon the expiration or termination of this Agreement
Confidentiality/Nonsolicitation clauses above shall survive the for any reason, Contractor will promptly notify Blue Ribbon of all
termination of this Agreement and the end of the Contractor’s Confidential Information, in Contractor’s possession or control
affiliation as a Network Member. and, at Contractor’s expense and in accordance with Blue
Ribbon’s instructions, will promptly deliver to Blue Ribbon all
6. Indemnification such Confidential Information.

a. Contractor will indemnify and hold harmless Blue d. The provisions of Sections 2(b), 3, 5, 6, 7(b), 7(c), 7(d),
Ribbon from and against all claims, damages, losses, penalties, 8, 9(c) and 10 will survive the expiration or termination of this
punitive damages, attorneys fees, costs, and expenses, including Agreement.
court costs and reasonable fees and expenses of attorneys,
expert witnesses, and other professionals, arising out of or 8. Limitation of Liability
resulting from, and, at Blue Ribbon’s option, Contractor will
defend Blue Ribbon against, any action by any person (including EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS
any Customer Contact) against Blue Ribbon that is related, SET FORTH IN SECTIONS 2(B) AND 6, EACH PARTY WILL
directly or indirectly, to any Services/Goods/Products performed NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
or provided under this Agreement. This indemnification and hold INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES SUSTAINED
harmless right includes for example, without limitation, (1) any IN CONNECTION WITH OR ARISING OUT OF THIS
action by a Customer Contact or other third party against Blue AGREEMENT, WHETHER BASED ON BREACH OF
Ribbon that the Services/Goods/Products provided by Contractor CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
were defective or breached any duty to anyone (whether in strict LIABILITY, OR OTHERWISE, EVEN IF EITHER PARTY KNEW
liability, tort or contract or whether based on any statute, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
regulation, rule or ordinance) as may be owed under any local, DAMAGES.
state or federal common law or statutory scheme; or (2) any
action based on any contractual breach or negligent act or 9. Warranties
omission or grossly, willfully, malicious, or reckless conduct of
Contractor or its employees, solely or in part, which results in: (i) a. Contractor will provide or perform the
any bodily injury, sickness, disease or death; (ii) any injury or Services/Goods/Products to Blue Ribbon and/or Customer in a
destruction to tangible or intangible property (including computer good and workmanlike manner in accordance with industry
programs and data); or (iii) in any other loss, damage or penalty standards.
demanded.
b. Contractor represents and warrants that Contractor has
b. Blue Ribbon will indemnify and hold harmless no pre-existing obligations or commitments that would hinder
Contractor from and against all claims, damages, losses and Contractor’s performance of its obligations under this Agreement.
expenses, including court costs and reasonable fees and
expenses of attorneys, expert witnesses, and other c. Because of the trade secret subject matter of each
professionals, arising out of or resulting from, and, at party’s business, both Contractor and Blue Ribbon agree that
Contractor’s option, Blue Ribbon will defend Contractor against: they will not solicit the services or employment of any of the
(i) any action by a third party (including any Customer Contact) employees, suppliers or service providers of the other party
against Contractor that is based solely on any claim that Blue during the Term and for a period of twelve (12) months
Ribbon breached a duty to anyone (whether in strict liability, tort thereafter.
or contract or whether based on any statute, regulation, rule or
ordinance) as may be owed under any local, state or federal 10. General
common law or statutory scheme; or (2) any action based solely
on any contractual breach or negligent act or omission or grossly, a. Entire Agreement. This Agreement and each
willfully, malicious, or reckless conduct of Blue Ribbon or its Statement of Work executed by the parties, which are
employees which results in: (i) any bodily injury, sickness, incorporated into and made a part of this Agreement, constitutes
disease or death; (ii) any injury or destruction to tangible or the entire agreement between the parties with regard to the
intangible property (including computer programs and data); or subject matter hereof and supersedes all prior oral and written
(iii) in any other loss, damage or penalty demanded. agreements, understandings, representations, proposals or
communications, of whatsoever kind, between the parties with
7. Termination and Expiration respect to the subject matter of this Agreement. If the terms of
this Agreement conflict with the terms of any Exhibit or executed
a. Either party may terminate this Agreement with or Statement of Work, then the terms of this Agreement will govern
without cause with five (5) days’ prior written notice. Termination and control to the extent of the conflict.b. All Changes
of this Agreement will not terminate existing Statements of Work Must Be in Writing. No modifications or amendments to this
unless specified by Blue Ribbon. Agreement and no waiver of any provision of this Agreement will
be valid unless made in writing and signed by duly authorized
b. Termination by either party in accordance with this representatives of the parties hereto.
Section 7 shall not be deemed an election of remedies, and all
other remedies provided by this Agreement or available at law or
in equity shall survive any termination.
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c. No Assignment. Contractor may not assign professional advisors, and to any actual or potential investors
Contractor’s rights or delegate Contractor’s obligations under this subject to an obligation to keep it confidential.
Agreement either in whole or in part without the prior written
consent of Blue Ribbon. Any attempted assignment or j. The failure of either party, in one or more instances, to
delegation without such consent will be void. insist upon the performance of any term or condition or to
exercise any right or remedy available to such party, will not be
d. Because the Services/Goods/Products are personal construed as a waiver by such party of the right to insist upon the
and unique and because Contractor will have access to performance or exercise of any right or remedy now available or
Confidential Information, Blue Ribbon will have the right to which may arise in the future.
enforce this Agreement and any of its provisions in a court of law
by injunction, specific performance or other equitable relief, k. The unenforceability of any provision hereof will not
without having to post a bond or other consideration, in addition affect the remaining provisions of this Agreement, but rather such
to all other remedies that Blue Ribbon may have for a breach of provision will be severed and the remainder of this Agreement
this Agreement. will remain in full force and effect.

e. Recovery of Attorneys Fees. If any action is necessary l. This Agreement may be executed in any number of
to enforce the terms of this Agreement, the substantially counterpart copies, each of which will be deemed an original, but
prevailing party will be entitled to reasonable attorneys’ fees, which together will constitute a single instrument.
costs and expenses in addition to any other relief to which such
prevailing party may be entitled. m. All paragraph headings and captions used herein are
for the convenience of the parties only and will not be part of the
f. Texas Law/Courts. This Agreement will be governed text, or affect the meaning of this Agreement.
by and construed in accordance with the laws of the State of
Texas, without reference to its conflicts of laws principles. Each n Each of the parties hereto acknowledges to the other
party will bring any legal actions or proceedings against the other that it has had the opportunity to have this agreement reviewed
party relating to this Agreement or the Services/Goods/Products by counsel of its choice and has had the opportunity to obtain the
in the state courts in Harris County, Texas, or the federal courts assistance of such counsel in the negotiation, preparation,
in the Southern District of Texas, as is appropriate, and each execution and deliver thereof.
party hereby submits to personal jurisdiction and venue therein;
provided, however, that Blue Ribbon will at all times have the
right to commence proceedings in any other court of its choice of
appropriate jurisdiction to obtain relief for protection of intellectual
property rights.

g. Jury Waiver. The parties waive their right to a jury trial


in connection with any and all claims, disputes, and controversies
between them, whether individual, joint or class in nature, arising
from this Agreement, any Statement of Work, or any Referral
Project. This clause applies to all other agreements that the
parties sign in relation to their relationship, and to all matters
dealing with that relationship, even if outside of the specific terms
of this Agreement. All contract, tort, statutory, remedial and/or
any other matters or claims are included within scope of this jury
waiver clause.

h. Notices. Except as otherwise provided in this


Agreement, all notices or other communications hereunder will
be deemed to have been duly given when made in writing and
delivered in person or deposited in the U.S. mail, postage
prepaid, certified mail, return receipt requested, and addressed to
the receiving party as shown above (or any replacement address
notified by the receiving party to the sending party in accordance
with this Section) and marked to the attention of
___________________________________, for Blue Ribbon,
and to the attention of ________________________________
for Contractor.

i. Neither party will disclose the terms of this Agreement


or publish any information concerning the same without the prior
written consent of the other, except that each party may disclose
the terms of this Agreement to its legal, financial and other

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized
representatives.

____________________________________ -- Blue Ribbon Network Member

By:__________________________________________________
Authorized Signatory Date

____________________________________________________
Type or Print Name

Title: ________________________________________________

BLUE RIBBON NETWORK LLC

By:__________________________________________________
Authorized Signatory Date

____________________________________________________
Type or Print Name

Title: ________________________________________________

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