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;

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.

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

CONSULTANT’S SERVICES. Consultant wishes to provide advice, consultation, assistance and other services to the Company as an independent contractor, and the Company wishes to engage Consultant as an independent contractor. In performing services under this Agreement, Consultant shall comply with all applicable laws, regulations, ordinances, codes and regulations. Consultant agrees that with respect to each project/assignment accepted, he will meet all applicable project deadlines. Consultant will provide services to the Company with a focus on the tasks and responsibilities as set forth on Exhibit A (the “Services”), and as such exhibit and Services may be supplemented upon mutual agreement of the Company and Consultant from time to time.

Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. Notwithstanding the foregoing, Employee’s