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Gunderson LLP personnel and at a location issue our report or provide consent for the use of our <br /> designated by our firm. report only after we have conducted any due <br /> diligence we deem necessary in the circumstances. If <br /> In the event our workpapers are subpoenaed,we will we decide to re-issue our report or consent to the use <br /> require that your legal counsel assist us in obtaining a of our report,we will be required to perform certain <br /> protective order,to prevent public disclosure of our procedures including,but not limited to, (a)reading <br /> workpapers. Should we ultimately be required by a other information incorporated by reference in the <br /> regulatory agency, subpoena, or other enforceable offering document and(b)subsequent event <br /> action to produce copies of our workpapers,you procedures. These procedures will be considered an <br /> agree to reimburse us for the time and out-of-pocket engagement separate and distinct from our audit <br /> expense, including our legal fees,necessary to engagement,for which we will bill you separately. If <br /> comply with such order. we decide to re-issue our report ar consent to the use <br /> of our report,you agree that we will be included on <br /> At the conclusion of our services,we will promptly each distribution of draft offering materials and we <br /> return to you all of your original documents and will receive a complete set of final documents. If we <br /> records. Your original records are the primary decide not to re-issue our report or withl�old our <br /> records for your operations and comprise the consent to the use of our report,you may be required <br /> principal back up and support for your financial to engage another firm to audit periods covered by <br /> statements.You should take the appropriate actions our audit reports,and that firm will likely bill you for <br /> necessary to safeguard and preserve these original its services. While the successor auditor may request <br /> records. Any information that may be contained in access to our working papers for those periods,we <br /> our working papers is not a substitute for your own are under no obligation to pernut such access. <br /> original recards. <br /> We may issue preliminary draft financial statements <br /> The firm may, from time to time, and depending on to you for your review. Any preliminary draft <br /> the circumstances,use third-party service providers in financial statements should not be relied upon. <br /> serving your account. We may share confidential <br /> information about you with these service providers, With regard to electronic filings, such as in the World <br /> but remain committed to maintaining the Wide Web area of the Internet,you understand that <br /> confidentiality and security of your information. electronic sites are a means of distributing <br /> Accordingly,we maintain internal policies, information and,therefore,we are not required to <br /> procedures and safeguards to protect the read the information contained in these sites or to <br /> confidentiality of your information. In addition,we consider the consistency of other information in the <br /> will secure confidentiality agreements with all service electronic site with the original document. <br /> providers to maintain the confidentiality of your <br /> information,and we will take reasonable precautions In the interest of facilitating our services to you,we <br /> to determine that they have appropriate procedures in may communicate by sending electronic mail over the <br /> place to prevent the unauthorized release of your Internet or by facsimile transmission. Such <br /> confidential information to others. In the event that communications may include information that is <br /> we are unable to secure an appropriate confidentiality confidential to the Organization. You acknowledge <br /> agreement,you will be asked to provide your consent that e-mail travels over the public Intemet,which is <br /> prior to the sharing of your confidential information not a secure means of communication and,thus, <br /> with the third-pariy service provider. Furthermore, confidentiality of the transmitted information could <br /> the firm will remain responsible for the work be compromised through no fault of our firm. Unless <br /> provided by any such third-party service providers. you issue specific instructions to do otherwise,we <br /> will assume that you consent to our use of these <br /> Our Consent and Dissemination of Financial electronic devices and facsimile transmissions during <br /> Statements and Other Information this engagement as we deem appropriate. In addition, <br /> Should you decide to include or incorporate by we mutually agree that the engagement letter, <br /> reference these financial statements and our audit including the professional services agreement,may be <br /> report(s)thereon into a future offering of debt executed electronically. <br /> securities,you agree that we are under no obligation <br /> to re-issue our report or provide consent for the use of Management Representations <br /> our report in such an offering document. We will During the course of our engagement,we may request <br /> deternnne, at our sole discretion,whether we will re- information and explanations from Management <br /> Page 7 <br />