Exhibit 10.23


 


 


 


CONFIDENTIAL CONSULTING
AGREEMENT


 


This Confidential Consulting Agreement (the “Agreement”)
is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California
limited liability company (“FLG”), and the entity identified on the signature page (“Client”).


 


RECITALS


 


WHEREAS, FLG is in the business of providing certain financial
services;


 


WHEREAS, Client wishes to retain FLG to provide and FLG wishes
to provide such services to Client on the terms set forth herein;


 


NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, the parties hereto agree as follows:


 


		1.	Services.



 


		A.	Commencing on the Effective Date, FLG
                                            will perform those services (the “Services”) described in one or more exhibits
                                            attached hereto. Such services shall be performed by the member or members of FLG identified
                                            in Exhibit A (collectively, the “FLG Member”).



 


		B.	Client acknowledges and agrees that FLG’s
                                            success in performing the Services hereunder will depend upon the participation, cooperation
                                            and support of Client’s most senior management.



 


		C.	Notwithstanding anything in Exhibit A
                                            or elsewhere in this Agreement to the contrary, neither FLG nor any of its members shall
                                            serve as an employee, an appointed officer, or an elected director of Client. Consistent
                                            with the preceding: (i) Client shall not appoint FLG Member as a corporate officer in Client’s
                                            corporate minutes; (ii) Client shall not elect FLG Member to its board of directors or equivalent
                                            governing body; and (iii) the FLG Member shall have no authority to sign any documents on
                                            behalf of Client, including, but not limited to, federal or state securities filings, tax
                                            filings, or representations and warranties on behalf of Client except as pursuant
                                            to a specific resolution(s) of Client’s board of directors or equivalent governing
                                            body granting such authority to FLG Member as a non-employee consultant to Client.



 


		D.	The Services provided by FLG and FLG Member
                                            hereunder shall not constitute an audit, attestation, review, compilation, or any other type
                                            of financial statement reporting engagement (historical or prospective) that is subject to
                                            the rules of the California Board of Accountancy, the AICPA, or other similar state or national
                                            licensing or professional bodies. Client agrees that any such services, if required, will
                                            be performed separately by its independent public accountants or other qualified consultants.



 


		E.	During the term of this Agreement, Client
                                            shall not hire or retain the FLG Member as an employee, consultant or independent contractor
                                            except pursuant to this Agreement.



 


		2.	Compensation; Payment; Deposit; Expenses.



 


		A.	As compensation for Services rendered
                                            by FLG hereunder, Client shall pay FLG the amounts set forth in Exhibit A for Services performed
                                            by FLG hereunder (the “Fees”). The Fees shall be net of any and all taxes, withholdings,
                                            duties, customs, social contributions or other reductions imposed by any and all authorities
                                            which are required to be withheld or collected by Client or FLG, including ad valorem, sales,
                                            gross receipts or similar taxes, but excluding US income taxes based upon FLG’s or
                                            FLG Member’s net taxable income.



 


		B.	Reserved.



 


		C.	Client shall pay FLG all undisputed amounts
                                            owed to FLG under this Agreement upon Client’s receipt of invoice, with no purchase
                                            order required. Any invoices more than thirty (30) days overdue will accrue a late payment
                                            fee at the rate of one and 50/100 percent (1.5%) per month. FLG shall be entitled to recover
                                            all costs and expenses (including, without limitation, attorneys’ fees) incurred by
                                            it in collecting any undisputed amounts overdue under this Agreement.



 


		D.	Client hereby agrees to pay FLG a deposit
                                            as set forth on Exhibit A (the “Deposit”) to be held in its entirety as security
                                            for Client’s future payment obligations to FLG under this Agreement. Upon termination
                                            of this Agreement, all amounts then owing to FLG under this Agreement shall be charged against
                                            the Deposit and the balance thereof, if any, shall be refunded to Client.



 


		E.	Within ten (10) days of Client’s
                                            receipt of an expense report from FLG’s personnel performing Services hereunder, Client
                                            shall promptly reimburse FLG personnel directly for reasonable travel and out-of-pocket business
                                            expenses detailed in such expense report; provided that any required air travel, overnight
                                            accommodation and resulting per diem expenses shall be consistent with Client’s travel
                                            & expense policies for Client’s employed executive staff and any expenses that
                                            exceed $1,000 individually or $5,000 in the aggregate shall be pre-approved in writing by
                                            Client.



 


		3.	Relationship of the Parties. 



 


		A.	FLG’s relationship with Client will
                                            be that of an independent contractor and nothing in this Agreement shall be construed to
                                            create a partnership, joint venture, or employer-employee relationship. FLG is not the agent
                                            of Client and is not authorized to make any presentation, contract, or commitment on behalf
                                            of Client unless specifically requested or authorized to do so by Client in writing. FLG
                                            agrees that all taxes payable as a result of compensation payable to FLG hereunder shall
                                            be FLG’s sole liability. FLG shall defend, indemnify and hold harmless Client, Client’s
                                            officers, directors, employees and agents, and the administrators of Client’s benefit
                                            plans from and against any claims, liabilities or expenses relating to such taxes or compensation.



 


		4.	Term and Termination.



 


		A.	The term of this Agreement shall be for
                                            the period set forth in Exhibit A.



 


		B.	Either party may terminate this Agreement
                                            upon thirty (30) calendar days advance written notice to the other party.



 


		C.	Either party may terminate this Agreement
                                            immediately upon a material breach of this Agreement by the other party and a failure by
                                            the other party to cure such breach within ten (10) days of written notice thereof by the
                                            non-breaching party to the breaching party.



 


		D.	FLG shall have the right to terminate
                                            this Agreement immediately without advance written notice (i) if Client is engaged in, or
                                            requests that FLG or the FLG Member undertake or ignore any illegal or unethical activity,
                                            or (ii) upon the death or disability of the FLG Member.



 






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CONFIDENTIAL CONSULTING
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		E.	This Agreement shall be deemed terminated
                                            if during any six month period no billable hours occur, with the termination date effective
                                            on the date of the last billable hour therein.



 


		F.	If at any time during the one (1) year
                                            period following termination of this Agreement Client shall hire or retain the FLG Member
                                            as an employee, consultant or independent contractor, AND in so doing induce, compel or
                                            cause FLG Member to leave FLG as a precondition to commencing or continuing employment or
                                            consultancy with Client, Client shall immediately pay to FLG in readily available funds
                                            a recruiting fee equal to the annualized amount of Fees payable hereunder, which shall equal
                                            either (i) 260 multiplied by the daily rate, if this Agreement provides for Fees payable
                                            by daily rate, or (ii) 2,100 multiplied by the hourly rate, if this Agreement provides for
                                            Fees payable by hourly rate, multiplied by thirty percent (30%).



 


		5.	Disclosures



 


		A.	IRS Circular 230. To ensure compliance
                                            with requirements imposed by the IRS effective June 20, 2005, FLG hereby informs Client that
                                            any tax advice offered during the course of providing, or arising out of, the Services rendered
                                            pursuant to this Agreement, unless expressly stated otherwise, is not intended or written
                                            to be used, and cannot be used, for the purpose of: (i) avoiding tax-related penalties under
                                            the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party
                                            any tax-related matter(s) said tax advice address(es).



 


		B.	Attorney-Client Privilege. Privileged
                                            communication disclosed to FLG or FLG Member may waive the privilege through no fault of
                                            FLG. FLG strongly recommends that Client consult with legal counsel before disclosing privileged
                                            information to FLG or FLG Member. Pursuant to Paragraph 6, neither FLG nor FLG Member will
                                            be responsible for damages caused through Client’s waiver of privilege, whether deliberate
                                            or inadvertent, by disclosing such information to FLG or FLG Member.



 


		6.	DISCLAIMERS AND LIMITATION OF LIABILITY.



 


EXCEPT AS EXPRESSLY SET FORTH HEREIN,
ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE PROVIDED
 “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT
PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING
THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER.


 


EXCEPT WITH RESPECT TO ITS INDEMNIFICATION
OBLIGATIONS SET FORTH IN SECTION 7, ANY BREACH OF SECTION 9 HEREOF, OR ANY BREACH OF THAT CERTAN CONFIDENTIAL MUTUAL NON-DISCLOSURE AGREEMENT
BETWEEN THE PARTIES DATED ON OR AROUND THE DATE HEREOF, IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY
CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY
PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE
BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE,
SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT HEREUNDER. CLIENT ACKNOWLEDGES THAT THE COMPENSATION
PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS. 


 


		A.	As a condition for recovery of any amount
                                            by Client against FLG, Client shall give FLG written notice of the alleged basis for liability
                                            within ninety (90) days of discovering the circumstances giving rise thereto, in order that
                                            FLG will have the opportunity to investigate in a timely manner and, where possible, correct
                                            or rectify the alleged basis for liability; provided that the failure of Client to give such
                                            notice will only affect the rights of Client to the extent that FLG is actually prejudiced
                                            by such failure. Notwithstanding anything herein to the contrary, Client must assert any
                                            claim against FLG by the sooner of: (i) ninety (90) days after discovery; (ii) ninety (90)
                                            days after the termination of this Agreement; (iii) ninety (90) days after the last date
                                            on which the Services were performed; or, (iv) sixty (60) days after completion of a financial
                                            or accounting audit for the period(s) to which a claim pertains.



 


		7.	Indemnification.



 


		A.	FLG and FLG Member acting in relation
                                            to any of the affairs of Client shall, to the fullest extent permitted by law, as now or
                                            hereafter in effect, be indemnified and held harmless, and such right to indemnification
                                            shall continue to apply to FLG and FLG Member following the term of this Agreement out of
                                            the assets and profits of the Client from and against all actions, costs, charges, losses,
                                            damages, liabilities and expenses which FLG or FLG Member, or FLG’s or FLG Member’s
                                            heirs, executors or administrators, shall or may incur or sustain by or by reason for any
                                            act done, concurred in or omitted in or about the execution of FLG’s or FLG Member’s
                                            duty or services performed on behalf of Client; and Client shall advance the reasonable attorney’s
                                            fees, costs and expenses incurred by FLG or FLG’s Member in connection with litigation
                                            related to the foregoing on the same basis as such advancement would be available to the
                                            Client’s officers and directors, PROVIDED THAT Client shall not be obligated to make
                                            payments to or on behalf of any person (i) in connection with services provided by the FLG
                                            or the FLG Member outside the scope of Services contemplated by this Agreement, and not authorized
                                            or consented to by Client’s CEO or Board of Directors, or (ii) in respect of any (a)
                                            gross negligence or willful misconduct of FLG or the FLG Member, or (b) negligence of FLG
                                            or the FLG Member.



 



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CONFIDENTIAL CONSULTING
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		B.	FLG and FLG Member shall have no liability
                                            to Client relating to the performance of its duties under this Agreement except in the event
                                            of FLG’s or FLG Member’s gross negligence or willful misconduct.


 


		C.	FLG and FLG Member agree to waive any
                                            claim or right of action FLG or FLG Member might have whether individually or by or in the
                                            right of Client, against any director, secretary and other officers of Client and the liquidator
                                            or trustees (if any) acting in relation to any of the affairs of Client and every one of
                                            them on account of any action taken by such director, officer, liquidator or trustee or the
                                            failure of such director, officer, liquidator or trustee to take any action in the performance
                                            of his duties with or for Client; PROVIDED THAT such waiver shall not extend to any matter
                                            in respect of any gross negligence or willful misconduct which may attach to any such persons.



 


		8.	Representations and Warranties.



 


		A.	Each party represents and warrants to
                                            the other that it is authorized to enter into this Agreement and can fulfill all of its obligations
                                            hereunder.



 


		B.	FLG and FLG Member warrant that they shall
                                            perform the Services diligently, with due care, in compliance with applicable laws, rules
                                            and regulations, and in accordance with prevailing industry standards for comparable engagements
                                            and the requirements of this Agreement. FLG and FLG Member warrant that FLG Member has sufficient
                                            professional experience to perform the Services in a timely and competent manner. Without
                                            limiting the foregoing, FLG and the FLG Member represent and warrant that any and all financial
                                            statements prepared for Client in connection with this Agreement will be in accordance with
                                            U.S. generally accepted accounting principles.



 


		C.	Each party represents and warrants that
                                            it has and will maintain a policy or policies of insurance with reputable insurance companies
                                            providing the members, officers and directors, as the case may be, of itself with coverage
                                            for losses from wrongful acts. FLG covenants that it has an error and omissions insurance
                                            policy in place in the form provided to Client prior to or contemporaneously with the date
                                            of execution of this Agreement and will continue to maintain such policy or equivalent policy
                                            provided that such policy or equivalent policy shall be available at commercially reasonable
                                            rates.



 


		9.	Work Product License. The parties do
                                            not anticipate that FLG or FLG Member will create any intellectual property for Client in
                                            performing the Services pursuant to this Agreement.  All data, materials, information
                                            and documentation provided by or made available to FLG or the FLG Member directly or indirectly
                                            by or on behalf of Client in connection with the Services hereunder are and shall remain
                                            the sole and exclusive property of Client. All tangible and electronic documents, spreadsheets,
                                            and financial models produced or authored by FLG Member in the course of performing the Services
                                            pursuant to this Agreement (collectively, “Work Product”) shall be and remain
                                            the sole and exclusive property of Client. However, FLG shall retain all right, title and
                                            ownership to all underlying procedures, proformas, financial plan templates, spreadsheet
                                            formats, database templates, forms, formulas, macros, ideas, processes, techniques and know-how
                                            developed or used by FLG in providing the Services and delivering the Work Product hereunder
                                            (the “FLG Property”); provided, that, FLG and FLG Member hereby grant
                                            to Client a world-wide, perpetual, exclusive, royalty-free, irrevocable license to use and
                                            create derivative works from any FLG Property incorporated into the Work Product or made
                                            available to Client in connection with this Agreement. Any patent, copyright and other intellectual
                                            property rights arising out of the Services will be, and hereby are, assigned to and owned
                                            by Client and not FLG or FLG Member. All other rights that do not include or incorporate
                                            Client confidential or proprietary information, including, but not limited to, the residual
                                            memory of any methods, discoveries, developments, improvements, know-how, ideas, insights,
                                            analytical concepts and skills directly inherent to, or reasonably required for, the competent
                                            execution of FLG Member’s profession as a chief financial officer are reserved in their
                                            entirety by FLG and FLG Member; provided, that nothing contained herein will be interpreted
                                            to assign, transfer or convey to FLG or the FLG Member any confidential information or other
                                            information or property of Client, all of which is and shall remain the exclusive property
                                            of Client.



 


		10.	Miscellaneous.



 


		A.	Any notice required or permitted to be
                                            given by either party hereto under this Agreement shall be in writing and shall be personally
                                            delivered or sent by a reputable courier mail service (e.g., Federal Express) or by facsimile
                                            confirmed by reputable courier mail service, to the other party as set forth in this Paragraph
                                            10(A). Notices will be deemed effective two (2) days after deposit with a reputable courier
                                            service or upon confirmation of receipt by the recipient from such courier service or the
                                            same day if sent by facsimile and confirmed as set forth above.



 


If to FLG:


 


Jeffrey S. Kuhn


FLG Partners, LLC


P.O. Box 556


7 East Road


Ross, CA 94957-0556


Tel: [***]


Fax: [***]


E-mail: [***]@flgpartners.com


 


If to Client: the address, telephone
numbers and email address shown below Client’s signature on the signature page.


 


		B.	This Agreement will be governed by and
                                            construed in accordance with the laws of California without giving effect to any choice of
                                            law principles that would require the application of the laws of a different jurisdiction.



 


		C.	Any claim, dispute, or controversy of
                                            whatever nature arising out of or relating to this Agreement (including any other agreement(s)
                                            contemplated hereunder), including, without limitation, any action or claim based on tort,
                                            contract, or statute (including any claims of breach or violation of statutory or common
                                            law protections from discrimination, harassment and hostile working environment), or concerning
                                            the interpretation, effect, termination, validity, performance and/or breach of this Agreement
                                            (“Claim”), shall be resolved by final and binding arbitration before a single
                                            arbitrator (“Arbitrator”) selected from and administered by the San Francisco
                                            office of JAMS (the “Administrator”) in accordance with its then existing commercial
                                            arbitration rules and procedures. The arbitration shall be held in San Francisco, California.
                                            The Arbitrator shall, within fifteen (15) calendar days after the conclusion of the Arbitration
                                            hearing, issue a written award and statement of decision describing the essential findings
                                            and conclusions on which the award is based, including the calculation of any damages awarded.
                                            The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent
                                            equitable remedy or relief he or she deems just and equitable and within the scope of this
                                            Agreement, including, without limitation, an injunction or order for specific performance.
                                            Each party shall bear its own attorneys’ fees, costs, and disbursements arising out
                                            of the arbitration, and shall pay an equal share of the fees and costs of the Administrator
                                            and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether
                                            a party is the prevailing party, and if so, to award to that prevailing party reimbursement
                                            for its reasonable attorneys’ fees, costs and disbursements, and/or the fees and costs
                                            of the Administrator and the Arbitrator. The Arbitrator's award may be enforced in any court
                                            of competent jurisdiction. Notwithstanding the foregoing, nothing in this Paragraph 10(C)
                                            will restrict either party from applying to any court of competent jurisdiction for injunctive
                                            relief.



 






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CONFIDENTIAL CONSULTING
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		D.	FLG may not assign its rights or delegate
                                            its obligations hereunder, either in whole or in part, whether by operation of law or otherwise,
                                            without the prior written consent of Client; provided, however, that FLG may assign its rights
                                            and delegate its obligations hereunder to any affiliate of FLG. The rights and liabilities
                                            of the parties under this Agreement will bind and inure to the benefit of the parties’
                                            respective successors and permitted assigns.



 


		E.	If any provision of this Agreement, or
                                            the application thereof, shall for any reason and to any extent be invalid or unenforceable,
                                            the remainder of this Agreement and application of such provision to other persons or circumstances
                                            shall be interpreted so as best to reasonably effect the intent of the parties. The parties
                                            further agree to replace such void or unenforceable provision of this Agreement with a valid
                                            and enforceable provision that will achieve, to the extent possible, the economic, business
                                            and other purposes of the void or unenforceable provision.



 


		F.	This Agreement, the Exhibits, and any
                                            executed Non-Disclosure Agreements specified herein and thus incorporated by reference constitute
                                            the entire understanding and agreement of the parties with respect to the subject matter
                                            hereof and thereof and supersede all prior and contemporaneous agreements or understandings,
                                            express or implied, written or oral, between the parties with respect hereto. The express
                                            terms hereof control and supersede any course of performance or usage of the trade inconsistent
                                            with any of the terms hereof.



 


		G.	Any term or provision of this Agreement
                                            may be amended, and the observance of any term of this Agreement may be waived, only by a
                                            writing signed by the parties. The waiver by a party of any breach hereof for default in
                                            payment of any amount due hereunder or default in the performance hereof shall not be deemed
                                            to constitute a waiver of any other default or succeeding breach or default.



 


		H.	Subject to Client’s prior written
                                            approval, which shall not be unreasonably withheld, upon completion of the engagement hereunder
                                            FLG may place customary “tombstone” advertisements using Client’s logo
                                            and name in publications of FLG’s choice at its own expense, and/or cite the engagement
                                            in similar fashion on FLG’s website.



 


		I.	If Client discloses FLG Member’s
                                            name on Client’s website (such as in an executive biography, for example), press releases,
                                            SEC filings and other public documents and media, then Client shall include in the description
                                            of FLG Member a sentence substantially the same as “[FLG Member is also a partner at
                                            FLG Partners, a leading CFO services firm in Silicon Valley.”



 


		J.	If and to the extent that a party’s
                                            performance of any of its obligations pursuant to this Agreement is prevented, hindered or
                                            delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism,
                                            riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the
                                            reasonable control of such party (each, a “Force Majeure Event”), and such non-performance,
                                            hindrance or delay could not have been prevented by reasonable precautions of the non-performing
                                            party, then the non-performing, hindered or delayed party shall be excused for such non-performance,
                                            hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event
                                            for as long as such Force Majeure Event continues and such party continues to use its best
                                            efforts to recommence performance whenever and to whatever extent possible without delay,
                                            including through the use of alternate sources, workaround plans or other means.



 


		K.	This Agreement may be executed in any
                                            number of counterparts and by the parties on separate counterparts, each of which when executed
                                            and delivered shall constitute an original, but all the counterparts together constitute
                                            one and the same instrument.



 


		L.	This Agreement may be executed by facsimile
                                            signatures (including electronic versions of this document in Adobe Acrobat Portable Document
                                            Format form which contain scanned or secure, digitally signed signatures) by any party hereto
                                            and such signatures shall be deemed binding for all purposes hereof, without delivery of
                                            an original signature being thereafter required.



 


		M.	Survivability. The following Paragraphs
                                            shall survive the termination of this Agreement: 6 (“Disclaimers and Limitation of
                                            Liability”); 7 (“Indemnification”); 8 (“Representations and Warranties”);
                                            9 (“Work Product License”); and 10 (“Miscellaneous”).






 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the Effective Date.


 


	CLIENT:	FLG:
	 	 
	SmartRent.com,
    Inc.,	FLG Partners, LLC,
	a Delaware
    corporation.	a California limited liability company.
	 	 
	By: Lucas
    Haldeman	By:	Jeffrey S. Kuhn
	 	 
	Signed:	/s/
    Lucas Haldeman	 	Signed:	/s/
    Jeffrey S. Kuhn
	Title: Chief
    Executive Officer	Title:	Administrative Partner
	Address:18835
    N. Thompson Peak Pkwy.,	Effective Date: August 13, 2020
	Suite 300	 
	Scottsdale,
    Arizona 85255	 
	[***]	 



 






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CONFIDENTIAL CONSULTING AGREEMENT


 


EXHIBIT A


 


	1.	Description
                                            of Services: CFO level services typical for a venture-backed, privately held corporation.
	 	 
	2.	FLG Member: Jonathan R. Wolter
	 	 
	3.	Fees: $425 per hour, subject to any hourly maximums that Client
                                            may establish from time to time.
	 	 
	4.	Additional Compensation: None.
	 	 
	5.	Deposit: $5,000.
	 	 
	6.	Term: Indefinite, and terminable pursuant to Paragraph 4 of
                                            the Agreement.
	 	 
	7.	Non-Disclosure Agreement: FLG-Client
                                            Mutual Non-Disclosure Agreement dated August 13, 2020 (the “NDA”). FLG hereby
                                            expressly consents to the public disclosure of the existence of FLG’s relationship
                                            with Client, by Client, provided that the terms and conditions herein shall remain confidential
                                            pursuant to the terms of the NDA.




 


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