Exigent Consulting Group, Inc Services

IT Advisory Service Offerings Prices Effective August 1, 2015 through December 31, 2016

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Guidelines for Exigent Services 1. Services are the subscription-based advisory and related services described herein.

Service Descriptions, Names and Levels of Access are as detailed for each product offering. Exigent may periodically update the names and the deliverables for each Service.

2. Modification of Services by Exigent. In order to remain current and timely in its Service offerings, Exigent may make minor modifications from time to time in the content of any Service. If Exigent discontinues any Service in its entirety, Client may, at its option, receive a substitute Service, or obtain a pro rata refund of the fees paid for the discontinued Service.

3. User is the individual named in the Client Purchase Order (each a “Licensed User”) who is licensed to use the Services. Client will limit access to the Services to the agreed upon number of Users.

Ownership and Use of the Services. Exigent owns and retains all rights to the Services not expressly granted to Client. Only the individuals named in the Client Purchase Order (each a “Licensed User”) may access the Services. Each Licensed User will be issued a unique password, which may not be shared.

Access to the Services. ID’s for access to the Exigent IT Advisory Services may not be shared. Access to the Services is restricted to the number of named individuals (each a “User”) as identified in the Client Purchase Order.

DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND EXIGENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS. EXIGENT SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.

Client Confidential Information. Exigent agrees to keep confidential any Client-specific information communicated by Client to Exigent that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 15 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Exigent; (3) entered the public domain through no fault of Exigent subsequent to Client's communication to Exigent; (4) is in Exigent's possession free of any obligation of confidence at the time of Client's communication to Exigent; or (5) is communicated by the Client to a third party free of any obligation of confidence. Additionally, Exigent may disclose such information to the extent required by legal process. Client acknowledges that Exigent is in the business of researching and analyzing information technology and this obligation of confidence shall not apply to information obtained by Exigent's research, analysis or consulting organization(s) from other sources.

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Exigent IT Advisory Programs Exigent IT Advisory Programs is a role specific effort led by Exigent Chief Management Consultant Tony Davis. Participants benefit from the convenience of a single source of knowledge and insight focused on CIO-1 level challenges, based on Tony’s 25 years in the Global IT industry, comprised of 13 years in leadership roles at Fortune 100 FedEx and 12 years as an executive advisor to many of the Fortune 500/Global 500.

Through mentoring, program directional guidance, and practice management consulting, programs such as Exigent Advisory for IT Leadership equip participants with the tools and knowledge they need to deliver exceptional results for their organizations while developing themselves as premiere leaders for the corporate succession plan.

Levels of Service There are 7 service offerings within the Exigent IT Advisory Program:

n Exigent Advisory for IT Leadership

n Exigent Advisory for Enterprise Monitoring & Reliability

n Exigent DevOps & The Customer Experience Workshop

n Exigent Advisory for IT Leadership Development

n Exigent IT Operations Assessment

n Exigent Advisory for IT Transformation

n Exigent ‘As Needed’ IT Leadership Consulting

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Common Scenarios for Exigent IT Advisory Programs Each Exigent Advisory Service is designed for a particular long-term challenge in modern IT organizations. Below are some common examples of how 4 of these advisory services can align to a desired outcome.

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Exigent Advisory for IT Leadership Exigent Advisory for IT Leadership (the “Service”) is a membership-based program intended to assist the most senior- level IT executives in operating their business as cost-effectively and efficiently as possible, while translating the benefits of their organization or division to a C level audience.

Deliverables Client may designate one (1) Licensed User, referred to herein as the “Member,” who has access to the Deliverables described below.

n Advisory Services

1. Exigent Specific IT Guidance Sessions — Up to 8 (eight) targeted role-specific and program specific discussions, related to the overall goal as defined in the ‘Master Client Services Agreement’.

2. Teleconferences — Up to 12 (twelve) teleconferences per year, with the Exigent Senior Advisor for project direction and guidance discussions. ‘Teleconferences’ includes WebEx/LiveMeeting type interactions.

n Use of any provided Research & Opinions

The Member may, on an occasional and infrequent basis, forward to specific individuals within the Client organization copies of individual research and opinion documents, not to exceed 25 (twenty-five) separate documents per contract year, for the purpose of facilitating executive decision-making. This forwarding of documents may not be done on a routine basis, or by means of posting on Client’s corporate intranet, or in any other manner that has the intent or effect of avoiding the purchase of additional User licenses from Exigent.

n Assigned Service Delivery Team

A service delivery team (“Delivery Team”), consisting of an Executive Advisor and an Client Coordinator, will be assigned to the Member, and will serve as the Member’s primary points of contact for all Exigent resources available under this Service. The Delivery Team will work with the Member to develop a plan (the “Member Value Plan”), which will highlight value sought; identify key issues on which delivery of the Member’s Service may focus; and outline how the Service can effectively deliver that value. Progress against the Member Value Plan will be reviewed during the contract year as follows:

1. Review Meetings — Up to two (2) times per year, the Executive Advisor will meet face to face with the Member (the “Review Meeting”). These Review Meetings may be used to: (i) review and apply Executive Programs Research,

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the annual Executive Programs CIO Agenda, or other relevant content; (ii) understand the Member’s current initiatives; and (iii) develop, discuss the progress of, or evaluate the Member’s Member Value Plan.

2. Summarized Targeted Exigent Deliverable Report — Provided in the 11th (eleventh) month of the annual contract by Exigent to document the activities completed during the year and the value of the services provided to the Member.

n Networking

1. Facilitated Networking — Member may request 2 (two) conference calls with peers around a specific topic/issue in order to exchange information about best practices or areas of expertise.

Note: Unless otherwise provided above: (i) you must be a Licensed User to access Exigent Research Services; (ii) passwords, Research documents and Analyst Inquiry may not be shared with Non-Users; and (iii) your use of this Service is governed by the Usage Guidelines for Exigent Services.

Exigent Advisory for IT Leadership Pricing

Description Single Member Annual Multi-Member Annual 3 Year Contract Multiplier

Advisory for IT Leadership $19,500 $18,000 .92

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Exigent Advisory for Enterprise Monitoring & Reliability Exigent Advisory for Enterprise Monitoring & Reliability (the “Service”) is a membership-based program intended to assist IT Operations managers in the creation of an enterprise level monitoring and reliability team. This advisory focuses on the tooling, triage, correlation, staffing, and command structure best practices of successful Fortune 100/Global 500 operations centers. The three recommended members for this subscription are the command center manager, project manager, and technical lead.

Deliverables Client may designate three (3) Licensed Users, referred to herein as the “Members,” who has access to the Deliverables described below.

n Advisory Services

1. Exigent Specific IT Guidance Sessions — Up to 10 (ten) targeted role-specific and program specific discussions, related to the overall goal as defined in the ‘Master Client Services Agreement’.

2. Command & Control Workshop — Up to 12 (twelve) attendees per year, together or in 2 sessions, are allowed to attend a workshop designed to institute proper triage and command and control in Sev1 scenarios. Workshop includes simulation based role-play scenarios.

3. Benchmarking — Member may request 2 (two) benchmark sessions with Fortune 100/Global 500 command centers to engage in real world benchmarking and best practice discussions.



Description 3 - Member Annual 3 Year Contract Multiplier

Advisory for Enterprise Reliability $57,000 .88

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Exigent DevOps & The Customer Experience Workshop Held across the world over 100 times as of 2015, the DevOps & CX Workshop provides a strategy and a tactical footprint to mature your organization into a measureable devops organization. The workshop teaches mid level management how to focus all operational activities on the customer experience and provides key metrics to show effectiveness.

Deliverables Client may designate one (10) Designated attendees who have access to the Deliverables described below.

n Advisory Services

1. Delivered two-day workshop for up to 10 participants that provides a vision for transforming IT into a full measurable devops organization, including specific maturity steps to reach the designed vision.





Description Stand alone As an add-on to any subscription

DevOps Workshop $18,000 $12,000

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Exigent Advisory for IT Leadership Development Exigent Advisory for IT Leadership Development (the “Service”) is a membership-based program intended to assist the most senior- level IT executives in operating their business as cost-effectively and efficiently as possible, while translating the benefits of their organization or division to a C level audience. This service offering specifically prepares high potential candidates for corporate succession plans.

Deliverables Client may designate one (1) Licensed User, referred to herein as the “Member,” who has access to the Deliverables described below.

n Advisory Services

1. IT Leadership Executive Coaching and Mentoring – 4 (four) quarterly face to face mentoring sessions designed to prepare high potential leaders for inclusion in the corporate succession plan. Tailored to individual needs with targeted improvement areas addressed and results reporting to member’s executive team.

2. Guided Executive Benchmarking Session – 1 (one) two-day private benchmarking session with a current Fortune 100 next level executive on leadership styles and methods.

3. Exigent Specific IT Guidance Sessions — Up to 12 (twelve) targeted role-specific and program specific discussions, related to the overall goal as defined in the ‘Master Client Services Agreement’.

4. Teleconferences — Up to 20 (twenty) teleconferences per year, with the Exigent Senior Advisor for project direction and guidance discussions. ‘Teleconferences’ includes WebEx/LiveMeeting type interactions.





1. Review Meetings — Up to two (2) times per year, the Executive Advisor

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will meet face to face with the Member (the “Review Meeting”). These Review Meetings may be used to: (i) review and apply Executive Programs Research, the annual Executive Programs CIO Agenda, or other relevant content; (ii) understand the Member’s current initiatives; and (iii) develop, discuss the progress of, or evaluate the Member’s Member Value Plan.


n Networking

1. Executive Advisor will accompany Member to 2 (two) applicable and related conferences or sanctioned events per year to provide support for needs such as vendor selection, research, or benchmarking.

2. Facilitated Networking — Member may request 3 (three) meetings or conference calls with peers around a specific topic/issue in order to exchange information about best practices or areas of expertise.


Exigent Advisory for IT Leadership Development Pricing


Advisory for IT Leadership Development

$39,000 $36,500 .92

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Exigent IT Operations Assessment Exigent IT Operations Assessment is a two-week period of intensive assessment of your IT Operations Model and Maturity with gap analysis. From the view of a 20 year veteran of Fortune 100 IT leadership experience, your organization will be assessed against both best practices as well as proven success models from some of the top IT divisions in the world. The assessment covers operations, triage, incident management, problem management, remediation, business continuity planning, and change management.

Deliverables

n Advisory Services

1. You will receive a final assessment report outlining your rank in the top 100 assessed corporations with relative scoring. A follow up deliverable will be a comprehensive gap analysis with a maturity matrix designed for progressing your organization over a 1 year period.





Description Stand alone As an add-on to any subscription

IT Operations Assessment $32,000 $25,000

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Exigent Advisory for IT Transformation Exigent Consulting for IT Transformation (the “Service”) is a membership-based program for senior IT professionals who report to the CIO, that provides them with a division-wide IT transformation program. Specific areas covered include total cost of IT, application rationalization, staffing models and efficiencies, vendor management, operational excellence, and business alignment.

Deliverables Client may designate one “Member,” who will have access to the following:

n Advisory Services

1. Exigent Onsite Advisory Sessions — Up to 20 (twenty) days onsite per year; onsite program level advisory and consulting including vendor management, POC analysis, benchmarking and planning work, leadership in critical meeting scenarios.

2. Exigent Specific IT Guidance Sessions — Up to 36 (thirty-six) targeted role-specific and program specific discussions, related to the overall goal as defined in the ‘Master Client Services Agreement’.

3. Teleconferences — Up to 40 (forty) teleconferences per year, with the Exigent Senior Advisor for project direction and guidance discussions. ‘Teleconferences’ includes webex/livemeeting type interactions.





1. Review Meetings — Up to two (2) times per year, the Executive Advisor will meet face to face with the Member (the “Review Meeting”). These Review Meetings may be used to: (i) review and apply Executive Programs Research,

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the annual Executive Programs CIO Agenda, or other relevant content; (ii) understand the Member’s current initiatives; and (iii) develop, discuss the progress of, or evaluate the Member’s Member Value Plan.


n Events

1. Executive Advisor will accompany Member to 3 (three) applicable and related conferences or sanctioned event per year to provide support for needs such as vendor selection, research, or benchmarking.

n Networking

1. Facilitated Networking — Member may request 6 (six) meetings or conference calls with peers around a specific topic/issue in order to exchange information about best practices or areas of expertise.


Exigent Advisory for IT Transformation Pricing


Advisory for IT Transformation

$103,000 $98,500 .92

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Exigent ‘As Needed’ IT Leadership Consulting Exigent Consulting is an innovative consultancy focused on the convergence of technology and business into a true customer experience, helping clients define key strategies, manage major technology initiatives, optimize operations and achieve high returns on their IT investments. Our highly experience practitioners from the Fortune 100 corporate world are not armchair advisors. We apply rigorous methodologies, critical thinking, targeted metrics, and a customer experience focus to deliver maximum business value. In fact, Exigent only employs VP level advisors from Fortune 100 corporate IT.

Our solutions address the breadth of your business needs from defining key strategies to achieve business objectives, developing enterprise plans to manage IT risk, and managing your most critical initiatives. We work with you through all stages of the project life cycle to help solve your greatest challenges. We help you make critical decisions on your IT direction, define the initiatives and road map to achieve that direction, and work with you to ensure these key initiatives are delivered successfully.

n Exigent Consulting is a better alternative to the larger consulting firms due to the quality and relevant experience of advisors assigned to projects, specificity and metrics of results, efficient completion times, and cost structure.

n The credibility of Exigent VP level advisors, in association with the recommendations and strategies submitted to executive management, is enormous.

Specifically, Exigent Consulting provides:

n A unique and robust methodology created by Chief Management Consultant Tony Davis. The methodology provides a single path for all IT disciplines to reach performance as it relates to the customer and the business services provided. The metrics are clear and simple and provide a maturity matrix that can be replicated across all of IT.

n Nationally known and published professionals in the key technical areas required for the project. Exigent professionals are highly respected in the industry and provide proven expertise.

Exigent Advisory for IT Leadership As Needed Consulting Pricing

Description 40 Hour Block Rate 100 Hour Block Rate 400 Hour Block Rate

Exigent ‘As Needed’ Consulting – VP Level

$490 $465 $425

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Exigent Consulting — Scope Exigent’s Scope of Work is defined broadly by the following strategic and high-value activities:

n Benchmarking

Benchmarking solutions, vendors, and strategies based on our extensive external experiences. Exigent’s approach and all of our engagements are highly customized to deliver results that meet an individual client’s specific business needs.

n Performance Optimization & Excellence

Exigent will provide analysis and recommendations to optimize the effectiveness, efficiency and quality of the IT services that you deliver. Exigent may assist the client in developing appropriate service levels and performance management processes and may provide strategies for the client’s IT processes to improve efficiencies, service and costs.

n Sourcing Execution and Management Exigent can assist a client in making key sourcing decisions that support the organization’s business objectives. Exigent will support the selection of key service providers in addition to providing oversight of existing service provider contracts and can provide recommendations for ongoing improvements.

n Strategy and Architecture

Exigent can support an organization in the alignment of its strategic IT direction with its business strategy. Exigent can help the organization make key technology choices, design an efficient and effective organization and list of processes, establish an effective governance model and strengthen IT management processes to effectively manage the client’s critical IT investments and priorities.

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Exigent Executive Advisor Profile

Corporate Job Title: Vice President

Position Summary This is the only management consulting level Exigent employs; a single executive advisor for our clients with expertise across IT disciplines and the ability to apply those experiences to any client need.

Position Accountabilities and Specific Duties n Support clients in defining agenda and/or corporate strategy n Develop maturity matrix for IT transformations using devops tactics n Provide workshops related to Customer Experience using BSR n Manage multiple engagements and provide mentoring and guidance to client members n Perform engagement quality reviews and drive continuous improvement efforts n Present strategy conclusions as needed to client executive team n Act as a subject matter expert on all engagements

Position Specifications

A. Education:

— Masters Degree and at least ten (10) years of experience working as a consultant or leader in the information technology industry;

— Post graduate work in IT and Business strategy and innovation at a leading business school B. Demonstrated experience:

— Leading and consulting on large business process/technology transformation programs

— Global experience (minimum BRIC) — Managing business unit/segment — Advising Technology Executives (CIO-1-2) — Delivering measured improvements and cost savings — Recruiting, developing and managing teams — Delivering value to internal and external customers

C. Required Technical/Functional Knowledge and Skills:

— Extensive technology knowledge in area/s of expertise (SME) — Business/technology strategist — Industry insight — Understanding of marketing, finance and general business acumen — Project/Program management — Leadership/Management — Excellent written, verbal and presentation skills.