First Colombia Development Corp. - Exhibit 10.4   - Filed by newsfilecorp.com





 








Agreement to provide CFO, accounting, and
M&A services. 

__________________________

This engagement letter is issued between First Colombia
Development Corp. (“Company,” “you,” “your”) and Somerset Associates LLC (“The
Firm,” “we,” “our,” “us”), effective June 18, 2019 (“Agreement”) in order to
better understand each party’s obligations.

Your engagement of Somerset Associates LLC will be governed by
the terms of this engagement letter. This letter supersedes the engagement
letter dated as of April 18, 2019. 

Scope of Work

__________________________

The Firm shall provide the services and deliverable as
follows:

	• 	
      Chief Financial Officer – Blair Mullin will serve as the
      named Chief Financial Officer from the date of announcement forward, with
      a target date of June 21, 2019. As CFO, Blair will provide senior
      management oversight, as well as direct involvement in areas of
      accounting, internal controls, financial reporting, acquisition due
      diligence, coordination with auditors and audit committee, and external
      compliance needs of Company. Other services may include administration of
      incentive plans, liaison with transfer agent, development of equity
      incentive plans, and implementation of process improvement ideas. The CFO
      will also handle such other functional areas as delegated by the CEO, COO
      and Board of Directors. 

	 	
       

	• 	
      Controller Services – financial consolidations,
      period-end adjustments, calculation of tax provisions, review inventory
      accounting, oversee intercompany transactions, evaluate equity
      compensation, prepare financial statements, prepare proforma financial
      statement for external reporting, prepare purchase accounting entries,
      prepare for audits and quarterly reviews, conduct due diligence of
      acquisition targets, perform integration of accounting systems of acquired
      entities, and set up, standardize, and monitor internal controls,
      administer equity incentive plans. 

	 	
       

	• 	
      Accounting Services – day-to-day accounting services,
      subject to adjustment as the need changes due to planned acquisition and
      growth activity. These services include A/R, A/P, payroll, bank
      reconciliations, bookkeeping data entry, up-to-date and balanced general ledger, report gathering from
dispensary staff, preparation and filing of quarterly payroll tax returns,
preparation of state sales tax returns, annual preparation and filing of W2’s
and 1099’s and preparation of W3 and 1096.  



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Responsibilities

__________________________

Error, Fraud or Theft
Our engagement does not include
any procedures designed to discover errors, fraud or theft. Therefore, our
engagement cannot be relied upon to disclose such matters. However, we will
assist in the development, implementation and maintenance of the internal
control environment. 

Government inquiries
This engagement does not include
responding to inquiries by any governmental agency or tax authority. If your tax
return is selected for examination or audit, you may request that we assist you
in responding to such inquiry. If you ask us to represent you, we will confirm
this in a separate engagement letter and delineate how additional charges for
this service will be calculated.

Responding to Subpoenas
All information you provide
to us in connection with this engagement will be maintained by us on a strictly
confidential basis. If we receive a summons or subpoena which our legal counsel
determines requires us to produce documents from this engagement or testify
about this engagement and we are not prohibited from doing so by law or
regulation, we agree to inform you of such summons or subpoena as soon as
practical. 

You may, within the time frame permitted for our Firm to
respond to any request, initiate such legal action as you deem appropriate at
your own expense to attempt to limit discovery. If you take no action within the
time permitted for us to respond, or if your action does not result in a
judicial order protecting us from supplying requested information, we may
construe your inaction or failure as consent to comply with the request. If we
are not a party to the proceeding in which the information is sought, you agree
to reimburse us for our professional time and expenses, as well as the fees and expenses of our
counsel incurred in responding to such requests.

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Responding to Outside Inquiries

We may
receive requests for information in our possession arising out of this
engagement. The requests may come from governmental agencies, courts, or other
tribunals. If permitted, we may notify you of any request for information prior
to responding. In certain proceedings, an accountant-Company privilege may
exist. You agree that we are not under any obligation to assert any privilege to
protect the release of information. You may, prior to our response to any
request, initiate legal action to prevent or limit our response. Unless you
promptly initiate such action after we notify you at your last known address, as
reflected in our files, we will release the information requested. 

Privacy Policy

__________________________

In accordance with the Federal Trade Commission rule, Privacy
of Consumer Financial Information, we are required to inform you of our policy
regarding privacy of Company information.

Types of Nonpublic Personal Information We Collect
We
collect nonpublic personal information about you that is provided to us by you
or obtained by us from third parties with your authorization. 

Parties to Whom We Disclose Information
For current
and former clients, we do not disclose any nonpublic personal information
obtained in the course of our practice except as required or permitted by law.
Permitted disclosures include, for instance, providing information to our
employees or sub-contractors, and in limited situations, to unrelated third
parties who need to know that information to assist us in providing services to
you. In all such situations, we stress the confidential nature of information
being shared. 

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Protecting the Confidentiality and Security of Current
and Former Clients’ Information
We retain records relating to
professional services that we provide so that we are better able to assist you
with your professional needs and, in some cases, to comply with professional
guidelines. To guard your nonpublic personal information, we maintain physical,
electronic and procedural safeguards that comply with our professional
standards. 

Electronic Data Communication and
Storage
In the interest of facilitating our services to the Company,
we may send data over the Internet, store electronic data via computer software
applications hosted remotely on the Internet, or allow access of data through
third-party vendors’ secured portals or clouds. Electronic data that is
confidential to the Company may be transmitted or stored using these methods. We
may use third-party service providers to store or transmit this data, such as
providers of tax return preparation software. In using these data communication
and storage methods, our Firm employs measures designed to maintain data
security. We use reasonable efforts to keep such communications and data access
secure in accordance with our obligations under applicable laws and professional
standards, and we require all of our third-party vendors to do the same.

Electronic Data Communication and
Storage
You recognize and accept that we have no control over the
unauthorized interception or breach of any communications or data once it has
been sent or has been subject to unauthorized access, notwithstanding all
reasonable security measures employed by us or our third-party vendors, and
consent to our use of these electronic devices and applications during this
engagement. 

Outsourcing

__________________________

The Firm may from time to time use third-party service
providers in serving your account. We may share confidential information about
you with these service providers but remain committed to maintaining the
confidentiality and security of your information. 

Accordingly, we maintain internal policies, procedures and
safeguards to protect the confidentiality of your personal information. In
addition, we will secure confidentiality agreements with all service providers
to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have
appropriate procedures in place to prevent the unauthorized release of your
confidential information to others. 

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In the event that we are unable to secure an appropriate
confidentiality agreement, you will be asked to provide your consent prior to
the sharing of your confidential information with the third-party service
provider. Furthermore, the Firm will remain responsible for the work provided by
any such third-party service providers. 

Termination

__________________________

We reserve the right to withdraw from this engagement without
rendering services for any reason, if you fail to comply with the terms of this
engagement letter, if you disagree with our recommendations regarding financial
reporting presentation, or if we determine professional standards required our
withdrawal for any other reason.

At the completion of our engagement, the original source
documents will be returned to you. Work papers and other documents created by us
are our property. Such original work papers will remain in our control, and
copies are not to be distributed without our prior written consent. 

If any portion of this agreement is deemed invalid or
unenforceable, said finding shall not operate to invalidate the remainder of the
terms set forth in this engagement letter. 

You may terminate this engagement as of the end of any billing
period, provided that all fees have been paid and all expenses reimbursed. 

Governing Law

__________________________

This Agreement shall be governed in all respects by the laws of
the United States of America and by the laws of the State of North Carolina.


Each of the parties irrevocably consents to the exclusive
personal jurisdiction of the federal and state courts located in North Carolina,
as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any
order or any judgment of such federal or state courts located in North Carolina,
such personal jurisdiction shall be nonexclusive. 

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Invoice Procedures

__________________________

Our professional fee for the services outlined above will be
based upon the complexity of the work to be performed and our professional time
to complete the work. Additionally, this fee is dependent on the availability,
quality, and completeness of your records. You agree that you will deliver all
records requested by our staff to complete this engagement on a timely basis.


In the event your records are not submitted in a timely manner
or they are incomplete or unusable, we reserve the right to charge additional
fees and expenses for the services required to correct the problem. If this
occurs, we will contact you to discuss the matters and the anticipated delay in
completing our engagement prior to rendering further services.

Our professional fees will be billed on the 18th of
each month, and promptly paid by wire or ACH transfer. Expense reimbursements
will be paid by electronic transfer when submitted. 

Expenses

__________________________

Company shall reimburse the Firm for reasonable expenses
incurred in connection with performance of services under this Agreement,
provided that the expenses are approved in advance by the CEO or COO of the
Company and the Firm promptly provides documentation satisfactory to the Company
to support the Firm’s request for reimbursement.

Fee Schedule

__________________________

The following outlines the fees associated with our services.
Note that fees may be reviewed periodically if the scope or volume of work
changes. 


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	Services 
	Fees 

	  	Fixed fee of $10,000 per month, subject to
      periodic 
	CFO, Controller & Accounting 	adjustment, plus pass-through of agreed
      subcontractor 
	  	costs. Fixed fee to be payable in advance and
      sub- 
	  	contractor costs to be paid as billed. 
	 
    	  
	 
    	  
	  	$10,000 per acquisition, payable 50% upon signing
      of 
	  	Letter of Intent or acceptance of term sheet, and
      50% 
	Acquisitions 	on completion; when acquisitions are not
      completed, 
	  	we will agree on a partial fee based on time
      involved. 
	 
    	  
	 
    	  
	 
    	  
	 
    	  
	  	Additional minor requests of an incidental nature
      will be 
	Other Services 	absorbed; additional functional responsibility
      will be 
	  	assessed and determined as the situation arises.
    
	 	 


IN WITNESS WHEREOF, the parties have executed this Agreement on
the dates shown below. 



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