This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide for the selected tax year.

We will perform the following services:

• We will prepare the business income tax returns for the tax year and entities listed including federal, state, and local income tax returns with supporting schedules, based on information you provide to us.

• Maintain, based on information you provide, the depreciation schedule for related tax year. You are responsible for the depreciation methods and depreciable lives used in calculating accumulated depreciation and depreciation expense. You are also responsible for providing us with all changes to your depreciation schedules.

• Perform any bookkeeping necessary to prepare the income tax returns. We will present all proposed journal entries to you for your review.

• Additional tax planning assistance and advice, correspondence, meetings or advisory services regarding tax, accounting, and bookkeeping issues which you may have throughout the year are available upon request and will be billed outside this engagement at project completion.

• For new/first year clients, we will provide onboarding service and records review by gathering important data, connecting you with necessary resources to get started and successfully integrate into our platform. This includes a review of prior year filings and recommended action, if any, for a one-time charge.

This engagement letter represents the entire agreement regarding the services described herein and supersedes all prior negotiations, proposals, representations, or agreements, written or oral, regarding these services. It shall be binding on the heirs, successors and assignees of you and us. The Internal Revenue Service imposes penalties on taxpayers, and on us as return preparers, for failure to observe due care in reporting for income tax returns. To ensure an understanding of our mutual responsibilities, we ask all clients for whom we prepare tax returns to confirm the following arrangements.

We will prepare returns from information which you furnish us. It is your responsibility to provide all the information required for the preparation of complete and accurate returns. We generally base our prices on our minimum fee schedule that incorporates time invested at regular rates for services or personnel assigned and the value of services rendered plus out of pocket costs incurred or direct expenses. However, our charges may be adjusted as needed based on other appropriate factors including the difficulty of the assignment, the degree of risk and responsibility the work entails, time limitations imposed on us by others, the experience and professional expertise of the personnel assigned, additional filings as required by law or requested by the client, and the priority and importance of the work to the client. Payments for services are due when bills are presented, and interim billings will be submitted as work progresses or as expenses are incurred.

We will furnish you with any questionnaires and/or worksheets that you request to guide you in gathering the necessary information. Your use of such forms will assist us in keeping our fee to a minimum. The extentto which we can keep our feesto a minimum depends on the availability quality of source documents provided, availability of yourself or personnel to offer us clerical and other assistance to prepare schedules and perform analyses. Additional costs may be incurred for advisory services outside the scope of tax preparation including tax planning, consultations, or research. To the extent we render any accounting and/or bookkeeping assistance, including (but not limited to) telephone calls, letters, emails, and 3rd party consultations, it will be limited to those tasks we deem necessary for preparation of the returns and will be billed at our standard billing rates and minimums.

We will prepare your Federal and specific states/municipalities income tax forms and related tax return schedules. We will not in any way verify the data you submit, although we may ask you to clarify some information. You are responsible for providing our firm with all information necessary to prepare any additional/applicable state(s) or local income tax returns, as well as informing us of applicable states. We will prepare only those state/city returns based on information provided.

Any other requested services, forms, or other actions unrelated to your income tax returns require a separate written, signed engagement letter. In the absence of written communications documenting such services, our services will be limited to and governed by the terms of this engagement letter. Our services are not intended to determine whether you have filing requirements other than the one(s) which you have requested. Our firm is available under the terms of a separate written engagement letter to provide a nexus study that will enable us to determine whether any other state tax filings are required.

You acknowledge that you have reported all income you received including barter, crypto-currency, business to business activity, business to consumer activity, cash-based revenues and all other income whether received in person, in kind, or electronically. You also confirm that you have or will file any applicable required forms with the Social Security Office and Internal Revenue Service for business employees and vendors.

From time to time, various third parties may request that we sign, for you, some verification of income, employment, or tax filing status. When we are engaged only to prepare your income tax return the state board of accountancy prohibits us from signing any such document and any third party request to do so is a violation of those rules prohibiting us, by law, from the issuance of an opinion without performing an audit. These returns are not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

We cannot and will not receive any confidential information from one party that may impact the other party either positively or adversely. That is, any information we receive from one party will be made known to all engaged parties.

You are responsible for the safeguarding of assets, for the proper recording of transactions in the books of accounts, for the substantial accuracy of the financial records, and the full and accurate disclosure to us of all relevant facts affecting the returns. You also have final responsibility for the tax returns and, therefore, the appropriate company officials should review the returns carefully before an authorized officer signs and files them.

If during our work, we discover information that affects prior-year tax returns, we will make you aware of the facts. However, we cannot be responsible for identifying all items that may affect prioryear returns. If you become aware of such information during the year, please contact us to discuss the best resolution of the issue. We will prepare appropriate amended returns as a separate engagement.

Our work in connection with the preparation of the tax returns does not include any procedures designed to discover defalcations or other irregularities, should any exist. The returns will be prepared solely from information provided to us without any verification by us.

In accordance with federal law, in no case will we disclose your tax return information to any location outside the United States, to another tax return preparer outside of our firm for purposes of a second opinion, or to any other third party for any purpose other than to prepare your return without first receiving your consent.

The Internal Revenue Code and regulations impose preparation and disclosure standards with noncompliance penalties on both the preparer of a tax return and on the taxpayer. To avoid exposure to these penalties, it may be necessary in some cases to make certain disclosures to you and/or in the tax return concerning positions taken on the return that do not meet these standards. Accordingly, we will advise you if we identify such a situation, and we will discuss those tax positions that may increase the risk of exposure to penalties and any recommended disclosures before completing the preparation of the return. If we conclude that we are obligated to disclose a position and you refuse to permit disclosure, we reserve the right to withdraw from the engageme nt. Likewise, where we disagree about the obligation to disclose a position, you also have a right to choose another professional to prepare your return. In either event, you agree to compensate us for our services to the date of the withdrawal. Our engagement with you will terminate upon our withdrawal.

The IRS permits you to authorize us to discuss, on a limited basis, aspects of your return for one year after the return’s due date. Your consent to such a discussion is evidenced by checking a box on the return. Unless you tell us otherwise, we will check that box authorizing the IRS to discuss your return with us.

Certain communications involving tax advice may be privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you, your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with us or your attorney prior to disclosing any information about our tax advice. Should you decide it is appropriate for us to disclose any potentially privileged communication, you agree to provide us with written advance authority to make that disclosure.

Should we receive any request for the disclosure of privileged information from any third party, including a subpoena or IRS summons, we will notify you. In the event you direct us not to make the disclosure, you agree to hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration only, our attorney’s fees, court costs, outside adviser’s costs, or penalties or fines imposed as a result of your asserting the privilege or your direction to us to assert the privilege. You agree to pay any and all reasonable expenses that we incur, including legal fees, that are a result of attempts to protect any communication as privileged.

The returns may be selected for review by the taxing authorities. In the event of an audit, you may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on a tax return. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of a tax examination, we will be available, upon request, to represent you. However, such additional services are not included in our fees for preparation of the tax returns.

For entities whose tax attributes flow through to its members or shareholders, the penalty for substantial understatement of tax relating to company items may be imposed on the members or shareholders.

We will use our judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. Unless otherwise instructed by you, we will resolve such questions in your favor whenever possible. The law provides various penalties that may be imposed when taxpayers understate their tax liability. If you would like information on the amount or circumstances of these penalties, please contact us.

You are responsible for making all management decisions and performing all management functions, and for designating an individual who possesses suitable skill, knowledge, or experience to oversee the tax services we provide. In addition, you are responsible for evaluating the adequacy and results of the tax services performed and accepting responsibility for such services.

Our engagement cannot be relied upon to disclose errors, fraud, or noncompliance with laws and regulations. However, we will inform the appropriate level of management of any material errors and any evidence or information that comes to our attention during the performance of our services that fraud may have occurred. In addition, we will inform you of acts that may have occurred, unless they are clearly inconsequential. We have no responsibility to identify and communicate deficiencies in your internal control as part of this engagement.

You agree to hold us harmless and to release, indemnify, and defend us from any liability or costs, including attorney fees, resulting from management’s knowing misrepresentations to us.

It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing tax returns. It is also your responsibility to carefully examine and approve your completed tax returns before signing. We are not responsible for the disallowance or doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties, and interest. the conclusion of this engagement, we will return to you all original records you supplied to us and any other records we deem to be part of your accounting system. Your company’s records are the primary records for your operations and comprise of the backup and support for the results of this engagement. Your company should retain all documents, receipts, canceled checks, and other records that form the basis of the income and deductions reported for at least seven years after it files its return to substantiate the items of income and deductible expenses that are claimed on the return. Our records and files, including our engagement documentations, whether kept on paper or electronic media, are our property and are not a substitute for your own records. Our firm policy calls for us to destroy our engagement files and all pertinent engagement documentation after a retention period of seven years (or longer, if required by law or regulation), after which time these items will be destroyed. We reserve the right to modify the retention period without notifying you. Catastrophic events or physical deterioration may result in our firm’s records being unavailable before the expiration of the above retention period.

Except as set forth above, you agree that our firm may destroy paper originals and copies of any documents, including, without limitation, correspondence, agreements, and representation letters, and retain only digital images thereof.

We do not automatically file extensions for clients, you must notify us in writing if you wish us to file an extension, and the notification should include your estimate of any balance due with the extension. We would like to receive all your documents 30 days prior to the deadline to ensure your return can be completed by the deadline. We must receive all of your information 14 days prior to any deadline in order to complete your return in a timely manner. Information received after this time period may cause your return to be extended and completed after the due date. Failure to file an extension may make you subject to various penalties and interest. Additionally, if your return is extended, it does not relieve you from paying any tax due on the due date or making quarterly estimated tax payments for the current year. Failure to pay any tax due with the extension or failure to pay quarterly estimated tax payments may make you subject to various penalties and interest.

Please be aware that if any documents or information are submitted within 30 days of the tax return due date, a Rush Fee, may be applied for your return to be completed by the deadline. Otherwise, your return will need to be extended. Similarly, if your return has been extended and any documents or information are submitted within 30 days of the extension due date a Rush Fee may be applied.

In the interest of facilitating our services to you, we utilize the secure web portal. Your use of this portal must comply with our standards of use, and as owners of the portal we retain the right to limit and deny use of the portal for inappropriate purposes. Your access to files maintained on the portal will be terminated no later than 30 days after the termination of services under this agreement. All confidential information sent to you or third parties (at your direction), as well as the portal will be password protected. While we use our best efforts to keep such communications secure in accordance with our obligation under applicable laws and professional standards, you recognize and accept that we have no control over the unauthorized interception of these communications once they have been sent and consent to our use of these devices. In connection with this engagement, we may communicate with you or others via e-mail transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of the e-mail transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

Payments for billings are due upon receipt. Billings become delinquent if not paid within 30 days of the invoice date. If you are delinquent in payment, you agree to pay service charges on any delinquent amounts at the maximum rate described by law. You may become additionally responsible for collection, legal, administrative, court and any other fees incurred by us in collecting your delinquent account. If billings are not paid within 60 days of the invoice date, at our election, we may stop all work until your account is brought current, or we may withdraw from this engagement. You acknowledge and agree that we are not required to continue work in the event of your failure to pay within 30 days (timely basis) for services rendered as required by this engagement letter. You further acknowledge and agree that any event we stop work or withdraw from this engagement as a result of your failure to pay on a timely basis for services rendered as required by this engagement letter, we shall not be liable to you for any damages that occur as a result of our ceasing to render services. Our services will conclude upon delivery of the completed income tax return(s) discussed above or upon our suspension of services or resignation from the engagement.

Our fee does not include responding to inquiries or examination by taxing authorities or third parties, for which you will be separately billed for time and expenses involved. However, we are available to represent you, which would be covered under a separate engagement letter. You agree to immediately notify us upon the receipt of any correspondence from any agency covered by this letter. Please do not respond to or click on any links from emails purportedly from the IRS.

In recognition of the relative risks and benefits of this agreement, you agree, to the fullest extent permitted by law, to limit the liability a Feller & Kuhn to you for any and all claims, losses, costs, and damages of any nature whatsoever, so that the total aggregate liability of Fellner & Kuhn to you shall not exceed the accounting firm's total fee for services rendered under this agreement. You and Fellner and Kuhn intend and agreed that this limitation apply to any and all liability or cause of action against Fellner & Kuhn, however alleged or arising unless otherwise prohibited by law. Both parties agree that there is a one-year limitation period to bring a claim against us for errors or omissions. The one year period will begin upon the date of the tax professional’s signature on the tax returns covered by this engagement.

You agree that you will not use our firm’s name or the name of an employee of the firm in a communication containing a financial presentation without the written permission of our firm. If you do use our firm name or the name of an employee of the firm in a communication containing a financial presentation, you agree to include an “accountants’ report” or a “disclaimer” on the financial presentations that we so specify. Further, you agree to provide us with printer’s proofs or masters of any document that contains our firm name or the name of an employee of the firm and a financial presentation for our review and approval before printing of the document. You also agree to provide us with a copy of the final reproduced material that contains either our firm’s name or the name of an employee of the firm and a financial presentation for our approval before it is distributed.

Any dispute arising out of this agreement shall be mediated in the first instance. If mediation is not successful, the dispute shall be submitted for a binding, nonpublic determination to an arbitration service in the Portland, Oregon, metropolitan area, to be agreed upon by the parties or as designated by the presiding judge of the Multnomah County Circuit Court.

We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. This letter will continue in effect until canceled by either party.