MUTUAL REFERRAL AGREEMENT

THIS REFERRAL AGREEMENT (collectively with all exhibits and attachments hereto, the “Agreement”) is
made and entered into as of _____, 2023 (the “Effective Date”), by and between
__________________________________________________ and
__________, a company incorporated under the laws of ___________ and having its principal offices at
____________ (“Partner”).

1. Scope of Services
(a) Each Party shall identify and introduce prospective clients to the other Party ("Prospective Client") in exchange for a
commission if the other Party generates Income from such Prospective Client in accordance with the terms and
conditions of this Agreement. ("Service").
“Income” is the net payment received from the Prospective Client and which has been paid in full pursuant to an
agreement between the Receiving Party and the Prospective Client.

(b) The Referring Party shall identify all Prospective Clients in writing to the Receiving Party. In carrying out the
Services, the Referring Party shall utilize its best efforts to identify opportunities, facilitate introductions and
communications with Prospective Clients, exchange information and arrange meetings between the Receiving Party and
the Prospective Client. "Referring Party" is the party referring Prospective Clients to the other party. "Receiving Party"
is the party receiving referrals of Prospective Clients from the Referring Party.

(c) The Referring Party shall not be deemed to have discovered any Prospective Clients and shall not be entitled to
receive a commission (as described below) for Prospective Clients:
(i) who contacted or were contacted by the Receiving Party on or before the Effective Date of this Agreement; or
(ii) any Prospective Clients who hereafter contact or are contacted by the Receiving Party Party, after the Effective
Date, before being identified and introduced in writing by the Referring Party to the Receiving Party.
(d) The Parties agree that the Prospective Client will be deemed to be rejected by the Recipient Party if not accepted in
writing within 10 days of receiving the referral of the Prospective Client in the manner specified by the Receiving Party.

2. Commission
(a) The Receiving Party shall pay a one-time fee per Prospective Client to the Referring Party in an amount equal to of
the Income generated from a Prospective Client referred by the Referring Party.

(b) Upon determination of the Referring Party's commission by the Receiving Party, the Referring Party shall issue an
invoice to the Receiving Party.

(c) Any payment of commission to the Referring Party shall be made by the Receiving Party within 30 days from the
date of receiving non-refundable Income from the Prospective Client under the terms of the agreement between
Recipient Party and the Prospective Client.

d) For the avoidance of doubt, the Receiving Party shall have no obligation to pay any commission to the Referring
Party:
(i) if the Income is not received in full from the Prospective Client;
(ii) if the Recipient Party does not enter into an agreement to provide services for a Prospective Client;
(ii) any agreement entered into between Recipient Party and the Prospective Client is cancelled by the Prospective
Client, whether or not due to a default by Recipient Party, without payment being received by Recipient; or

(e) Referal Party acknowledges that the commission is the only compensation Referring Party shall receive in
connection with Referring Party's efforts and that all goodwill and benefit derived from such efforts shall inure to the
sole benefit of Receiving Party.

3. Obligations and Responsibilities

(a) The Referring Party agrees to diligently work in an endeavour to identify and introduce Prospective Clients for the
Receiving Party.

(b) The Referring Party will not make any representations, warranties, undertakings or commitments binding the
Receiving Party without the prior written consent of the Receiving Party.

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(c) The Referring Party will not have the capacity to enter into any legal agreement (whether oral or written) with any
Prospective Client on behalf of the Receiving Party. The Receiving Party shall have the sole discretion to negotiate and
accept the terms of any legal agreement with any Prospective Client.

(d) The Referring Party shall not carry additional competing lines without the full knowledge and consent of the
Receiving Party.

(e) The Referring Party agrees to keep all of the Receiving Party’s business secrets confidential at all times during and
after the term of this Agreement. The Receiving Party’s business secrets include any information regarding the
Receiving Party’s clients, manufacturers suppliers, finances, research, development, manufacturing processes, or any
other technical or business information. The Referring Party agrees not to make any unauthorised copies or records of
any of the Receiving Party’s business secrets or information nor to remove any of the Receiving Party’s business secrets
or information from the Receiving Party’s facilities without the Receiving Party’s consent. Any breach of this Clause
shall entitle the Receiving Party to injunctive relief and/or liquidated damages and/or account of profits for any said
breach, or otherwise.

4. Term and Termination

(a) Either party shall have the right to terminate this Agreement at any time, provided that written notice of intention to
terminate is given to the other party at least thirty days before the intended termination date.

(b) Paragraph (e) of Clause 3 (Obligations of the Referring Party) shall survive the termination of this Agreement.

(c) In the event of any termination, the Referring Party shall receive a commission for the Prospective Clients in
accordance with terms of Clause 2 of this Agreement.

(d) The Referring Party agrees that he will not solicit or approach any of the Receiving Party's clients, manufacturers or
suppliers upon or after the termination of this Agreement. The Referring Party recognises the Receiving Party’s
legitimate business interest in respect of the Receiving Party’s clients, manufacturers and suppliers and as such agrees
that any breach of this Clause shall entitle the Receiving Party to injunctive relief and/or liquidated damages and/or
account of profits for any said breach, or otherwise.

5 Governing Law

a. In the event of any controversy or claim arising out of or relating to this agreement, or the breach thereof, the parties
hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory
solution.

b. If the parties do not reach a settlement within a period of sixty (60) calendar days, then, upon notice by any party to
the other(s), any unresolved controversy or claim arising out of or relating to this agreement, or the breach thereof, shall
be settled in a relevant court of England and Wales according to its material and procedural.

6. Non-compete. During the term of this Agreement, the Partner shall not become financially interested in, be
employed or engaged by, or be concerned with or have any connection with any business or venture that is engaged in
any activities competing with the business of Blaize or which provides a product or service in the blockchain security
solutions business.

7. Force Majeure. Neither Blaize nor Partner will be liable for any delay or default in performing any obligation
hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of
that party. All obligations of both parties will return to being in full force and effect upon the termination of such
occurrence or cause (including without limitation any payments which became due and payable hereunder prior to the
termination of such occurrence or cause). For the purposes of this Section, a “cause beyond the reasonable control” of a
party will include, without limiting the generality of the phrase, any act of God, act of any government or other
authority or statutory undertaking, industrial dispute, fire, explosion, accident, power failure, pandemic, flood, riot or
war (declared or undeclared). If a Force Majeure event affecting Partner’s performance extends beyond thirty (30)
days, Blaize may terminate this Agreement and all outstanding purchase orders.

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8. Notices.
All notices, demands and/or other communications required or permitted hereunder shall be in writing and may be given
to the party to be notified
(i) by e-mail:
Blaize representative
____________________
____________________
____________________

Partner representative
____________________
____________________
____________________