General Provisions :

1. Payment of Invoices: Messari Group, Ltd’s invoices are billed twice a month and payable upon presentation. If amounts remain unpaid for more than 30 calendar days since the invoice date, Client agrees to pay late fee of $30.00 and bear interest at 1.5% per month and such attorneys’ and other collection costs as may be necessary. If Messari Group, Ltd does not receive payment within 60 days of the invoice date, then without limiting its remedies, Messari Group, Ltd may cease to perform any further services for Client, including services not contemplated by this engagement letter, until full payment is received.If, for any reason, this engagement is terminated before completion of the services, Client agrees to pay Messari Group, Ltd for any fees and costs incurred up through the date of termination.
2. Term and Termination: The engagement will terminate upon completion of the services. Either party, however, may terminate this engagement at any time for any reason by providing written notice to the other party. Messari Group, Ltd shall have the right to terminate the engagement upon written notice to Client, if Messari Group, Ltd determines that further performance of services would cause Messari Group, Ltd to be in conflict with its professional rules and regulations or independence requirements.
3. Title to Property and Information: Except for Client’s personal data and information, all right, title and interest in and to all property, data, information, equipment, supplies and materials utilized for this engagement by Messari Group, Ltd shall remain at all times vested in Messari Group, Ltd, and nothing contained herein shall be deemed in any way to transfer any ownership or other interest therein to Client.
4. Electronic Communication: For your convenience, Messari Group, Ltd may communicate with you or others via electronic mail for purposes of this engagement. With the use of any electronic means, there is a possibility that an unintended third party may intercept, read, disclose, or otherwise use information contained in an e-mail or an e-mail may not be delivered to all of its intended parties and only to those intended parties; thus, Messari Group, Ltd cannot guarantee or warrant that e-mails from Messari Group, Ltd will be properly delivered and read only by the intended parties. Therefore, Messari Group, Ltd specifically disclaims and waives any liability or responsibility whatsoever for interception or unintentional disclosure of e-mails transmitted in connection with the performance of this engagement. In that regard, Client agrees that Messari Group, Ltd shall have no liability for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, exemplary, punitive, indirect, or special damages. With that said, Messari Group, Ltd recommends that when communicating with Messari Group, Ltd via e-mail, Client uses an e-mail account that only Client can access and that is not subject to being monitored by others (e.g., an employer, federal agency, etc.).
5. Confidentiality: In connection with this agreement, Messari Group, Ltd will not disclose your confidential information without consent to a third party except to the extent as may be required by law or in accordance with professional standards. Messari Group, Ltd may, however, use third-party service providers to assist with administrative tasks in connection with tax return preparation for data entry, document scanning and organization. While Messari Group, Ltd may disclose confidential information about Client with these third-party service providers, Messari Group, Ltd remains committed to maintaining the confidentiality and security of Client’s information. Accordingly, Messari Group, Ltd maintains reasonable administrative and physical safeguards to protect the confidentiality of Client’s confidential information and will require such third-party service providers to maintain similar safeguards.
6. Limitation of Liability: Messari Group, Ltd’s liability for services performed under this engagement letter is limited to direct damages sustained by the Client only. Messari Group, Ltd is not liable for any consequential, special, incidental, indirect, exemplary, or punitive loss, damage, or expense caused to and/or incurred by Client or any third party, even if Messari Group, Ltd has been advised of the possibility of such damages. Notwithstanding any provision to the contrary, Messari Group, Ltd’s total liability for all losses, damages, costs, and expenses, including attorneys’ fees, shall not exceed the aggregate amount paid by Client to Messari Group, Ltd for the services performed under this engagement letter. This paragraph will remain in full force and effect during and after the completion of this engagement. 13
7. Client Responsibility for Services: With respect to the services to be performed under this engagement, Client agrees to (i) assume all management responsibilities (i.e. decisions and functions), (ii) oversee the service, and (iii) accept responsibility for the results of the services.
8. Force Majeure: Neither party shall be deemed to have defaulted or failed to perform hereunder if that party’s inability to perform or default shall have been caused by an event or events beyond the reasonable control of that party, including, but not limited to, acts of Government, embargoes, fire, flood, explosions, acts of God or a public enemy, terrorism, vandalism or civil riots.
9. Internal Use and Third Parties: Messari Group, Ltd hereby confirms to the Client that there is no limitation on disclosure of tax treatment or tax structure related to the tax services provided under this engagement letter or any transactions associated therein. This section does not impose any restrictions on disclosure of the tax treatment or tax structure of the transaction as relating to the reportable transaction provisions under in §6011 and §6111 and PCAOB Rule 3501(c)(i).  The services provided by Messari Group, Ltd are not intended for the benefit of any third party. No third party is entitled to rely on any services provided by Messari Group, Ltd. Client agrees to indemnify and hold harmless Messari Group, Ltd from any claims arising from a third-party.
10. Survival: The agreements of the Client included within this engagement letter and these General Provisions shall survive the termination of this engagement for any reason.
11. Governing Law and Severability: This engagement letter shall be governed by and construed in accordance with the laws of the State of Colorado regardless of where Client is domiciled or operates, or where this engagement letter is physically signed. If any term or provision of this engagement letter is held invalid or unenforceable, the remainder of this engagement letter shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.
12. Accountant/Client Privilege: Internal Revenue Code Section 7525 establishes an accountant-client privilege. The accountant-client privilege provides a privilege concerning tax advice in the form of confidential communications between Client, the taxpayer, and Messari Group, Ltd, a federally authorized tax practitioner. Privilege may be asserted in any noncriminal tax matter before the IRS and proceeding in Federal court with respect to such tax matter. Client is solely responsible for identifying, notifying Messari Group, Ltd of Client’s intent to invoke the privilege, and maintenance of the privilege. Client should be aware that the accountant-client privilege may be waived through disclosure to a third party. Therefore, Messari Group, Ltd will require written authorization prior to providing any such disclosures. Client should also be aware that written communications ultimately determined to be made in connection with the promotion of direct or indirect participation in any tax shelter will not be considered a privileged communication under IRC Sec. 7525.

Messari Group, Ltd agrees to promptly notify Client of any requests or demands from a third party to produce identified privileged information. Messari Group, Ltd also will comply with reasonable instructions from Client and Client’s legal counsel regarding the disclosure of such information. Client agrees to promptly reimburse Messari Group, Ltd for any expenses inclusive of attorney’s fees and court costs incurred by Messari Group, Ltd with regard to this matter of privileged information.