The Company hereby agrees to engage Consultant as an independent contractor, and Consultant hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement.

Independent Contractor. Consultant is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Consultant. Consultant has no authority to bind Company by contract or otherwise. Consultant will perform Services under the general direction of Company, but Consultant will determine, in Consultant’s sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Consultant will at all times comply with applicable law.

Independent Contractor Status. Consultant is an independent contractor and not an agent or employee of Client.

Employee Benefit Plans; New Hires; Pay Increases: Adopt any employee benefit or stock purchase or option plan, or hire or appoint any new employee or officer or any independent contractor or consultant, pay any special bonus or special remuneration to any employee, independent contractor, consultant, officer or director, increase the salaries, wage rates or compensation of any officer, director, employee, independent contractor or consultant;

Construction Consultant Certificate. Each Advance Request relating to Hard Costs shall be accompanied by a certificate or report of the Construction Consultant to the ​ based upon a site observation of the Project made by the Construction Consultant not more than thirty (30) days prior to the date of such draw, in which the Construction Consultant shall in substance: # for the Initial Additional Advance only, indicate its review and acceptance of the Plans and Specifications; # verify that the portion of the Improvements completed as of the date of such site observation has been completed substantially in accordance with the Plans and Specifications; and # state its estimate of # the percentages of the construction of the Improvements completed as of the date of such site observation on the basis of work in place as part of the Improvements and the Project Budget, # the Hard Costs actually incurred for work in place as part of the Improvements as of the date of such site observation, # the sum necessary to complete construction of the Improvements in accordance with the Plans and Specifications; and # the amount of time from the date of such inspection that will be required to achieve Completion of the Improvements.

Construction Consultant Approval. ​ has received advice from the Construction Consultant, satisfactory to ​, as to Construction Consultant’s determination based on on‑site inspections of the Improvements and the data submitted to and reviewed by it as part of ​’s Advance Request of the value of the labor and materials in place, that the construction of the Improvements is proceeding satisfactorily and according to schedule and that the work on account of which the Additional Advance is sought has been completed in a good and workmanlike manner to such Construction Consultant’s satisfaction within cost estimates approved by ​ and substantially in accordance with the Plans and Specifications.

Engagement of Consultant. The Company hereby engages Dawson and Dawson hereby agrees to render services to the Company as a corporate finance consultant.

Consultant agrees to perform for Client all necessary services required in connection with providing business operations services as an President, Secretary and Treasurer. The Company shall provide Consultant all financial and business information about the Company as reasonably requested by the Consultant in a timely manner in the performance of duties under the Agreement. In addition, executive officers and directors of the Company shall make themselves available for personal consultations either with the Consultant and/or third party designees, subject to reasonable prior notice, pursuant to the request of the Consultant.

Liability of Consultant. Consultant shall bear no liability to Client for loss or damage in connection with advice or assistance given in good faith performance of the Services.

Independent Obligations. All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that # no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and # no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.