This letter confirms and sets forth the terms and conditions of the engagement between Direct Funder LLC (Party 1) and Client (Party 2), including the scope of services to be performed, and the basis of compensation for those services. Upon execution of this letter by each of these parties below, this letter constitutes an agreement between Direct Funder LLC and Client.

However, to successfully perform the engagement there is a requirement for a third party (Party 3). Party 3 is either a CPA firm or tax preparation firm that has an existing relationship with the Client, or a CPA firm or tax preparation firm that has been introduced to the Client by Direct Funder LLC. The role of Direct Funder LLC is to perform the necessary due diligence and materials preparation to determine the extent of Employee Retention Tax Credits that may be available to the Client. The role of Party 3 is to file the necessary documentation with the Internal Revenue Service (IRS), including but not limited to forms 941-X under their PTIN.

Scope of Services

Direct Funder LLC as Party 1 will, on behalf of Client, perform the following services (the "Services"):

1. - Provide a qualification document that enables Client to self-validate eligibility for the Employee Retention Tax Credits (“ERTC”);


2. - Calculate wage attribution, as defined in section 3121(a) of the Internal Revenue Code (“Code”) and compensation as defined in section 3231(e) of the Code and as otherwise required by statute or regulation (collectively “Qualified Wages”); and


3. - Create attribution schedules detailing wage allocation to PPP loan forgiveness and wage allocation to ERTC.

Party 3 will prepare and file on Client’s behalf amended 941-X quarterly returns for Client, together with other document(s) needed to claim the ERTC for calendar years 2020 and 2021, with the Internal Revenue Service (“IRS”). If Client uses a PEO or CPEO, or if Client wishes to utilize their own payroll provider to file, Direct Funder LLC will prepare all calculations and documents to assist that related third party with the filing process.

Client Responsibilities

Client shall provide Direct Funder LLC the following (“Client Supplied Data”):

1. - Payroll reports exported from Client’s payroll provider (in Microsoft Excel Format) from January 2019 through December 31, 2020, broken down per employee by each Quarter.


2. - Payroll data for 2021 broken down per employee by each Quarter in Microsoft Excel Format.


3. - Client Quarterly 941 tax filings.


4. - Complete the Client questionnaire, profit and loss reports, revenue calculation spreadsheet, provide PPP Loan Information if received showing the covered period.


5. - Client agrees that Direct Funder LLC and Party 3 will be relying on Client Supplied Data to provide the Services, and as a result, all Client Supplied Data must be true, correct and complete in all respects.

Paid Preparer – Party 3

Party 3 shall be considered and will be listed as a Federal Tax Return Preparer (“Paid Preparer”) for the amended 941-X filings and will, accordingly, have limited representation rights before the IRS on behalf of the Client. Accordingly, Party 3 must have and will maintain a valid PTIN with the IRS, which will be included in the Paid Preparer section on the amended 941-X. Party 3 will rely on Client answers and attestations in the Client Questionnaire with regard to eligibility for ERC credits.

If Party 3 requests to intercede on the Client’s behalf to monitor the ERTC process with the IRS, Client agrees to submit a signed IRS form 8821 (Designating Release of Tax Information) to Party 3, allowing Party 3 to monitor the ERTC process on behalf of Client. Client also agrees to submit a signed IRS form 2848 (Power of Attorney and Declaration of Representative) to Party 3, authorizing Party 3 to contact the IRS on behalf of the Client to remedy any payment issue or delays.

Payment Terms

1. - Upon execution hereof, Client shall pay to Direct Funder LLC the amount of $0 ("Prepayment Amount"). If Client decides not to file for its ERTC, Direct Funder LLC will return such Prepayment Amount within 30 days of receiving notice thereof from Client.


2. - If the Client ultimately receives an ERTC, the Contingent Fee set forth below shall NOT be reduced by the Prepayment Amount.


3. - Other than as specifically set forth herein, Client understands that the fees to be paid hereunder will be contingent, or in other words, if no ERTC is received, no fee will be owed to Direct Funder LLC for the representation that is the subject of this agreement.


4. - If a ERTC is issued or a tax bill is reduced, the contingent fee that the Client pays to Direct Funder LLC is Fifteen Percent (15%) of any such refund or reduction.


5. - Payment terms between Direct Funder LLC and Party 3, and all other terms and conditions are separately negotiated between the Direct Funder LLC and Party 3 and are outside of the scope of this letter.

Default Remedies – Nonpayment by Client

1. - Thirty (30) days after the issuance of a refund check by the IRS, should Client have not paid Direct Funder LLC the contingency fee above, Client hereby authorizes any attorney-at-law to appear in any court of record in the State of Arizona or United States District Court for the District of Arizona, or any other state or federal court in the United States, on default of the payment due under this agreement, and waive the issuance and service of process and confess judgment against Client in favor of Direct Funder LLC for the amount of the balance owed, together with costs of suit and reasonable attorney fees, and to release all errors and waive all right of appeal.


2. - Client agrees to interest on delinquent balances (those more than 30 days past due) at a rate of 1.5% per month (18% per annum). Client agrees to pay all court costs and attorney fees related to collection of balances owed hereunder.

Venue and Choice of Law

This agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to principles of conflict of laws. Any lawsuit arising from or relating this agreement shall be brought in the United States District Court for the District of Arizona or Maricopa County Superior Court. The parties waive any objections they may have to personal jurisdiction, venue, for any matter brought relating to this agreement.

Severability

If any clauses or provisions herein contained operate or would prospectively operate to invalidate this agreement, in whole or in part, then such clauses and provisions only shall be held for naught, as though not herein contained, and the remainder of this agreement shall remain operative and in full force and effect.

Disclaimer

Client understands and agrees:

1. - that neither Direct Funder LLC nor any of its owners, officers, managers, employees, agents, associates, and affiliates (collectively “Direct Funder LLC”) are attorneys;


2. - that Direct Funder LLC has not provided and will not provide to Client legal advice or opinions of any nature;


3. - that Client has been encouraged to obtain such legal advice and opinion from an attorney or attorneys of Client’s choice;


4. - that Client has either obtained such advice and/or opinion as part of Client’s due diligence or has decided independently not to do so;


5. - the Services will not include verification or constitute a formal review or audit in accordance with any applicable accounting standards;


6. - that Client is not relying on any statement made to Client by Direct Funder LLC regarding whether Client will qualify for an ERTC or the amount of any such ERTC;


7. - that it is not the responsibility of Direct Funder LLC to perform any other accounting services other than those specifically set forth herein;

Acceptance

Client's and Party 3’s engagements shall not constitute an audit, examination, review of any kind, compilation or compilation of agreed-upon procedures as defined by the AICPA, or any other type of financial statement reporting engagement that is subject to the rules of the AICPA, SEC or other state or national professional or regulatory body. The management of the Client is responsible for any and all financial information prepared during the course of this engagement. Accordingly, as part of this engagement, Direct Funder LLC or Party 3 will not express an opinion or other form of assurance on the financial statements or financial components of the Client;

Client understands and agrees that while Direct Funder LLC is informed and believes that the ERTC is a valid and viable program offered by the Internal Revenue Service (“IRS”):

https://www.irs.gov/coronavirus/employee-retention-credit

1. - Direct Funder LLC makes no representations or warranties regarding:


2. - whether any person entity for whom Direct Funder LLC prepares an application for ERTC with Party 3 will ultimately qualify for such credit;


3. - whether the IRS will or will not audit Client with respect to Client’s application for ERTC, and


4. - whether, if audited, the IRS will or will not disallow all or part of the Client’s ERTC (including possibly assessing interest and penalties on any disallowed amount (“IRS Assessment”)). Client specifically and expressly waives any claim, demand or liability as against Direct Funder LLC and Party 3 (and each of its owners, officers, managers, employees, agents, associates, and affiliates) regarding any IRS Assessment (except as set forth above, which shall be strictly construed).