Consultant. A person or entity rendering consulting or advisory services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code or a director of the Company or an Affiliate.

By Consultant. Consultant shall not assign or delegate this Agreement or any right or interest under this Agreement without the Company’s prior written consent.

Construction Consultant. ​ acknowledges that # the Construction Consultant has been retained by ​ to act as a consultant and only as a consultant to ​ in connection with the construction of the Improvements and has no duty to ​, # the Construction Consultant shall in no event have any power or authority to give any approval or consent or to do any other act or thing which is binding upon ​, # ​ reserves the right to make any and all decisions required to be made by ​ under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by ​ under this Agreement and to accept or not accept any matter or thing required to be accepted by ​ under this Agreement, and without being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant with respect thereto, # ​ reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to ​ or any other person or party, and # ​ reserves the right to replace the Construction Consultant with another construction consultant at any time and without prior notice to or approval by ​.

Consultant Representations. Consultant hereby represents and warrants to Company that # Consultant has the right to enter into this Agreement; # it is the sole and exclusive owner of the Inventions and the Written Data, or is a joint owner with other employees or consultants of Company, and has the free, clear, and absolute right to sell, transfer, assign and convey all rights therein to Company; and # it will not bring or cause to be brought a copyright, trademark, patent, trade secret or other proprietary rights infringement suit against Company involving any Invention or Written Data against Company.

By Consultant. Consultant may terminate this Agreement at any time upon two weeks advance written notice to ​.

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.

Cessation of Compensation. Upon termination or expiration of the Term of this Agreement, the Consultant shall be entitled to no further compensation or severance, except: # to the extent that the Consultant has not been paid the Retainer through the date of termination or expiration, the Consultant shall be entitled to the Retainer for Services that have been provided through the date of termination or expiration; and # the Consultant shall be entitled to reimbursement for business expenses incurred in connection with providing Services prior to termination or expiration of the Term of this Agreement.

The ​ may terminate this Agreement without cause by making a lump sum payment to the Consultant that is equivalent to 12-months of base fees payable to the Consultant within thirty (30) days of the termination date. The Consultant shall be entitled to terminate this Agreement without cause by delivering notice in writing to the ​ no later than 30 days prior to the date of termination. In the event that the Consultant terminates this Agreement within one year of the Effective Date, the Consultant shall refund the Signing Bonus in full to the ​ within thirty (30) days of the termination date.

Termination by Mutual Agreement; Death. The engagement of Consultant pursuant to Section 1 may be terminated at any time by mutual agreement of the parties. The engagement of Consultant pursuant to Section 1 will automatically terminate if Consultant dies during the Consulting Term.

In the event of the termination of this Agreement by the Consultant without Good Reason, or in the event of the termination of this Agreement by the Company for Cause, then Consultant shall be paid the base consulting fee and expense reimbursement through the date of termination and no further amounts whatsoever shall be payable hereunder.

Possession. Consultant agrees that upon termination of this Agreement, or upon request by the Company, Consultant shall turn over to the Company all documents, files, office supplies and any other material or work product in Consultant’s possession or control that were created pursuant to or derived from Consultant’s services to the Company.

Termination of Status as Eligible Employee, Director or Consultant. The Holder of an Option must be an active employee, Consultant, or Director at the time of the exercise of an Option, unless otherwise provided in the applicable Option Certificate.

Services. Upon termination of this Agreement, Consultant shall be relieved of performing the services.

Rights and Obligations upon Termination. Upon any termination of the engagement of Consultant, the obligations of Consultant to provide the Services, and the obligations of the Company to continue to pay Consultant pursuant to [Section 3], shall terminate immediately upon any such event, and neither party will have any further rights against or owe any further obligations to the other party, except for # rights or obligations arising out of a breach of the terms hereof, # rights to the compensation due and payable under [Section 3] through the date of termination of the engagement of Consultant, and # the rights and obligations of the parties under [Section 6] and [Section 7] of this Agreement.

Consultant shall immediately notify ​ of any violation of this policy, whether by Consultant or ​’ employees. Upon receipt of notice, ​ will evaluate the situation and take whatever action ​ deems appropriate, which may include suspension or termination of any agreement between ​ and Consultant.

Termination for Convenience. Either Company or Consultant may terminate this Agreement for convenience with thirty (30) days prior written notice.