Master Services Agreement

(a) Dispute Resolution. This MSA and the CFA are governed by, and will be construed and enforced by, the substantive and procedural laws of the State of California, without regard to conflict-of-law principles. The Parties agree that any controversy, dispute, and/or claim arising out of or relating to this MSA and/or the CFA, or the breach or threatened breach thereof, shall be resolved through the use of binding arbitration with the American Arbitration Association ("AAA") before one neutral arbitrator in Los Angeles, California, which neutral arbitrator shall be agreed upon by the Parties within twenty (20) days of receipt of request for arbitration or default thereof to be appointed by the AAA in accordance with its Commercial Rules. Such arbitration shall be conducted under the AAA's Commercial Arbitration Rules; provided, however, that to the extent any injunctive relief, provisional remedy, or petition to compel arbitration is sought, the Parties agree and acknowledge that this MSA and the CFA are made, and shall be deemed to have been performed, only in Los Angeles County, California, and that jurisdiction and venue for such purposes shall be solely and exclusively in the Superior Court of the State of California for Los Angeles County (and not in any other court). The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon either Party in accordance with applicable law in any court having jurisdiction thereof. The provisions of California Code of Civil Procedure sections 1283.05, et seq. are incorporated into this MSA and the CFA and made a part thereof.

(b) Limitation of Damages in Disputes. Client acknowledges and consents that Consultant, its personnel, its agents, and its assigns will not be held liable to Client or any other stakeholders for any costs, claims, or liabilities arising from and/or related to this MSA and/or the CFA for any individual nor combined amount exceeding the amount paid to Consultant by the Client under the CFA under any circumstances. Under no circumstances will Consultant, its personnel, its agents, and/or its assigns be liable for indirect, nominal, or punitive damages arising from or relating to this MSA or the CFA. This Limitation of Damages in Disputes will always apply to the greatest extent of any applicable laws.

(c) Advice of Counsel. In entering into the CFA, each Party has relied upon the advice of counsel or has been advised, and has had reasonable time and opportunity, to consult with counsel of its choosing regarding the content of this MSA and the CFA. Each Party represents and warrants that it has completely read, fully understands, and voluntarily accepts the terms of this MSA and the CFA.

(d) Successors and Assigns. Client shall not assign or transfer any rights, or delegate any duties, under this MSA nor under the CFA without Consultant's prior written consent, and any attempted assignment, transfer, or delegation without such consent shall be voidable by Consultant. Notwithstanding the foregoing, in the event of any assignment, transfer, or delegation that is not voided by Consultant, this MSA and the CFA shall be fully binding upon Client's transferees, assignees, and delegees. Consultant may assign this MSA and/or the CFA at any time.

(e) Severability. Whenever possible, each provision of this MSA and the CFA will be interpreted in such a manner as to be effective and valid under applicable law. If, however, any of the provisions contained in this MSA or the CFA are declared in a legal forum of competent jurisdiction to be fully or partially illegal, invalid, unlawful, unenforceable, or ineffective, the Parties agree that such part(s) or provision(s) shall be modified and reformed to achieve, to the maximum extent possible, the written intentions of the Parties herein. If modification of the fully or partially illegal, invalid, unlawful, unenforceable, or ineffective provision is not possible, such part(s) or provision(s) shall be deemed severable, such that the remainder of such provision(s), and all other provisions contained in this MSA and the CFA, shall remain valid and binding if the essential terms and conditions of this MSA and the CFA for each Party remain valid, binding, and enforceable.

(f) Waiver. No waiver of any breach of this MSA, nor the CFA, shall be construed to be, or shall be, a waiver of any other breach of this MSA or the CFA. No waiver shall be binding unless in writing and signed by the Party waiving the breach.

(g) Headings. Titles and paragraph headings used in this MSA and the CFA are for convenience of reference only, are not part of this MSA nor the CFA, and shall not affect the construction of or be taken into consideration in interpreting this MSA nor the CFA.

(h) Notices. For purposes of this MSA and the CFA, notices and all other communications required under this MSA and the CFA shall be in writing and shall be deemed to have been duly given when hand-delivered; sent by overnight courier; mailed by first-class, registered, or certified mail, return receipt requested, postage prepaid; or transmitted by email, in each case addressed as outlined in the signature page of the CFA.

(i) Attorneys' Fees. In the event of any arbitration, action, or other legal proceeding (collectively, "Action") commenced by any Party arising under or out of, in connection with, in respect of, or relating to this MSA and/or the CFA, the Prevailing Party in such Action shall be entitled to recover its reasonable costs, expenses, and attorneys' fees, expert fees, and court and/or arbitration costs/fees, incurred in the Action from the non-prevailing Party. Attorneys' fees and other costs and fees incurred in connection with the enforcement of any judgment in respect of this MSA and/or the CFA are recoverable by the judgment creditor from the judgment debtor separately.

Without limiting Paragraph 1(i) hereof, if Consultant is required to hire an attorney for collection of any amount Client owes to Consultant, Client agrees to pay to Consultant upon demand in writing, in addition to the amount owed, all reasonable costs and expenses incurred by Consultant in connection with: the enforcement of this MSA and/or the CFA, collection of any amount due under the MSA and/or the CFA (whether or not any arbitration, lawsuit, or other legal proceeding has been commenced by the Consultant to enforce or collect such amount), or in successfully defending any counterclaim or other legal proceeding brought by Client contesting Consultant's right to collect any outstanding amount due under the MSA and/or the CFA. Such reasonable costs and expenses include, without limitation: attorneys' fees, expert fees and costs, travel costs, administrative fees and costs, arbitrator fees and costs, and court fees and costs.

(j) Joint and Several Liability. If Client's payment obligations under this MSA and the CFA are guaranteed by a Guarantor, then Consultant shall have the right, but not the obligation, to enforce Consultant's rights under this MSA and the CFA against either the Client, the Guarantor, or both, in which case Client and Guarantor's liability shall be joint and several.

(k) Cumulative Rights and Remedies. The rights and remedies provided for in this MSA and the CFA shall be cumulative; resorting to one right or remedy shall not preclude resorting to another or any other right or remedy provided for by law or in equity.

(l) Construction. Each Party has cooperated in the negotiation and preparation of this MSA and the CFA. Accordingly, this MSA and the CFA shall not be construed against any Client or Consultant on the basis that either Party was the drafter.

(m) Entire Agreement. This MSA and the CFA constitute the entire agreement and final understanding between the Parties concerning the subject of the CFA and supersede all negotiations, representations, statements, promises, and agreements, whether existing, proposed, or otherwise, whether written or oral, concerning that subject, made on or before the Effective Date.

(n) Modification by Subsequent Agreement. This MSA and/or the CFA may be modified by subsequent agreement of the Parties only by an instrument in writing signed by the Parties that executed the CFA.

(o) Disclaimer of Warranties. Consultant makes no warranties of any kind, whether express, implied, oral or written, regarding the Services. Nothing in this MSA, the CFA, nor any statements made by Consultant shall be interpreted or construed as a promise or guarantee of any specific outcome resulting from the Services. There can be no assurance that Client will obtain any benefit in connection with the Services. Client acknowledges that Consultant has made no guarantees whatsoever regarding the successful completion of the Services or the outcome of this matter. Any statements or expressions made by Consultant concerning, regarding, or relating to, the likelihood of success or potential outcomes are solely expressions of opinion, and Client acknowledges that it has not relied on such statements or expressions in any manner or to any extent. If the Client obtains any Tax Credit Benefit but the IRS later determines, after an audit or otherwise, that Client is not entitled to receive the Tax Credit Benefit, in whole or in part, then, except as may be required in this MSA and/or the CFA, Consultant shall have no obligation to refund any part of Consultant's Fee (as defined in the CFA) to Client.

(p) Indemnification. Client agrees to indemnify and hold harmless Consultant and Consultant's shareholders, directors, officers, employees, affiliates, agents, representatives, and subcontractors, from and against any and all claims, suits, actions, causes of actions, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (i) the breach of any agreement, promise, representation, warranty, or covenant Client made in this MSA or the CFA; (ii) the negligent or willful acts or omissions of Client or any of Client's shareholders, directors, officers, members, managers, employees, affiliates, agents, representatives, accountants, or subcontractors; (iii) the performance or non‐performance in supplying the Data to Consultant in connection with the performance of the Services; (iv) the failure of Client to follow all IRS guidelines in regards to the CARES Act; (v) the failure of Client to take into consideration any Tax Credit when preparing its federal income tax returns; or (vi) the failure of Client to file any required original or amended tax returns.

(q) Publicity. Unless Client has advised Consultant otherwise in writing in the CFA, Client agrees that Consultant may use Client's name and logo on Consultant's website (including a link to the home page of Client's website) and in Consultant's marketing materials for the limited purpose of referring to Client as a client of Consultant.

(r) Authority. Each individual signing the CFA, whether signed individually or on behalf of any person or entity, warrants and represents that he or she has full authority to so execute the CFA on behalf of the parties on whose behalf he or she so signs. Each separately acknowledges and represents that this representation and warranty is an essential and material provision of the CFA and shall survive execution and/or termination of the CFA.

(s) Electronic Signatures; Counterparts. Signatures transmitted by facsimile, email, "JPG," "PDF," or other electronic transmission shall be effective as original signatures. The CFA may be executed in multiple counterparts, including this MSA, which, when taken together, shall be considered a single completely signed instrument.

(a) Exclusivity Period. Commencing on the Effective Date and ending at 11:59 p.m. Pacific Time on the date thirty (30) months after the Submission Date (the "Exclusivity Period"), Consultant shall have the sole and exclusive right to determine Client's eligibility for Tax Credits, compute the amount thereof, prepare and submit claim documents, and provide audit or collection defense relating to any Tax Credit.

(b) Consultant's Fee during Exclusivity. If at any time during the Exclusivity Period, or within 180 calendar days thereafter, Client receives any Tax Credit Benefit—whether or not Consultant's efforts were the direct or proximate cause—Client shall pay Consultant the applicable Fee.

(c) No Termination by Client. Client has no right to terminate the CFA during the Exclusivity Period. Any attempted termination is void, and all Consultant remedies remain available.

(d) Security Interest. Client hereby grants to Consultant a continuing, perfected, first priority security interest under the UCC in (i) the Tax Credit Benefit, (ii) all proceeds thereof, and (iii) any rights to payment on account of the Tax Credit Benefit, to secure payment of Consultant's Fee and all other obligations. Client authorizes Consultant to file UCC 1 financing statements and any amendments, continuations, or releases deemed necessary by Consultant.

(e) Further Assurances. Client shall execute and deliver such additional documents as Consultant may reasonably request to perfect, protect, or enforce the foregoing security interest.