S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2018

Registration No. 333-224425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MR2 GROUP, INC.

(Exact Name of Registrant as specified in its charter)

Nevada	7389	82-3679544
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

101 Convention Center Dr., Plaza 125

Las Vegas, NV 89109

Tel: (702) 483-4000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James T. Medick

Chief Executive Officer

101 Convention Center Dr., Plaza 125

Las Vegas, NV 89109

Tel: (702) 483-4000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Arthur S. Marcus, Esq.	Barry I. Grossman, Esq .
S. Ashley Jaber, Esq.	Sarah E. Williams, Esq.
Sichenzia Ross Ference Kesner LLP	Ellenoff Grossman & Schole LLP
1185 Avenue of the Americas, 37 Fl.	1345 Avenue of the Americas
New York, NY 10036	New York, NY 10105
Telephone: (212) 930-9700	Telephone: (212) 370-1300
Facsimile: (212) 930-9725	Facsimile: (212) 370-7889

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer [  ]	Accelerated Filer [  ]
Non-Accelerated Filer [  ] (Do not check if a smaller reporting company)	Smaller Reporting Company [X]
	Emerging Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) [  ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (1) (7)
Shares of common stock, par value $0.001 per share (2)(3)	$	17,250,000	$	2,147.63
Representative’s warrant (4)(6)
Shares of common stock, par value $0.001 per share, underlying Representative’s warrant (2)(5)	$	862,500	$	107.39
Total	$	18,112,500	$	2,255.02

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder shall be deemed to cover additional securities to be offered to prevent dilution and thus includes such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or other similar transactions.
(3)	Includes shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(4)	We have agreed to issue to the Representative, upon closing of this offering, warrants exercisable for a period of four years commencing one year from the effective date of this registration statement, which period shall not extend further than five years from such effective date, representing 5% of the aggregate number of shares of common stock issued in this offering, including the over-allotment. Resales of shares of common stock issuable upon exercise of the Representative’s warrant are being similarly registered on a delayed or continuous basis. See “Underwriting.”
(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s warrants is equal to 125% of the common stock offering price.
(6)	No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.
(7)	Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 13 , 2018

 Shares  

Common Stock

MR2 GROUP, INC.

This is a firm commitment initial public offering of            shares of common stock of MR2 Group, Inc. No public market currently exists for our shares. We anticipate that the initial public offering price of our shares will be between $          and $            ..

We intend to apply to list our shares of common stock for trading on the Nasdaq Capital Market under the symbol “MRMR.” No assurance can be given that our application will be approved.

We are an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. Investing in our common stock involves a high degree of risk.

Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total (2)
Public offering price	$	$
Underwriting discounts and commissions(1)
Proceeds to MR2 Group, Inc. (before expenses)

(1)	Does not include a non-accountable expense allowance equal to 1. 0 % of the public offering price payable to ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), the representative of the underwriters. See “Underwriting” for a description of compensation payable to the underwriters.
(2)	Assumes no exercise of the over-allotment option to purchase shares we have granted to the underwriters as described below.

We have granted the underwriters a 45-day option to purchase up to           additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver our shares to purchasers in the offering on or about         , 2018.

ThinkEquity

A division of Fordham Financial Management, Inc.

The date of this prospectus is              , 2018

TABLE OF CONTENTS 

PROSPECTUS SUMMARY	1
THE OFFERING	12
SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	13
RISK FACTORS	14
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	27
USE OF PROCEEDS	28
DIVIDEND POLICY	29
CAPITALIZATION	30
DILUTION	31
DETERMINATION OF OFFERING PRICE	32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	38
DESCRIPTION OF BUSINESS	52
MANAGEMENT	73
EXECUTIVE COMPENSATION	76
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	77
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	78
DESCRIPTION OF CAPITAL STOCK	79
SHARES ELIGIBLE FOR FUTURE SALE	83
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	85
UNDERWRITING	88
INTERESTS OF NAMED EXPERTS AND COUNSEL	96
EXPERTS	96
LEGAL MATTERS	96
WHERE YOU CAN FIND ADDITIONAL INFORMATION	96
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

Through and including         , 2018 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. See “Underwriting” on page 88.

STATEMENT REGARDING INDUSTRY AND MARKET DATA

Any market or industry data contained in this prospectus is based on a variety of sources, including internal data and estimates, independent industry publications, government publications, reports by market research firms or other published independent sources. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions, and such information has not been verified by any independent sources. Accordingly, investors should not place undue reliance on such data and information.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk Factors” section of this prospectus and our financial statements and the related notes appearing at the end of this prospectus, before making an investment decision.

MR2 Group, Inc., a Nevada corporation, is a holding company formed in 2017 that operates as a market research company through its subsidiary, Precision Opinion, Inc. (“Precision Opinion”). Prior to the date of this prospectus, the Company plans to enter into a reorganization agreement with the individual owners of Precision Opinion which includes James T. Medick, the Company’s Chief Executive Officer, pursuant to which Precision Opinion will become a wholly-owned subsidiary of the Company (the “Reorganization”). As part of the Reorganization, all of the existing shareholders of Precision Opinion will exchange their respective shares of Precision Opinion for shares of MR2 Group, Inc. Except as otherwise indicated, references to “MR2 Group”, “we”, “us”, “our”, and the “Company” refer to MR2 Group, Inc. and its wholly-owned subsidiary, Precision Opinion, Inc. and gives effect to the Reorganization. Additionally prior to the date of this prospectus, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Market Analysts, LLC d/b/a MAi Research (“MAi Research”), pursuant to which MAi Research will become a subsidiary of the Company upon closing of this offering (the “MAi Acquisition”).

Company Overview

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion, a full-service information research consulting firm with expertise in data-collection, research and analytics that commenced operations in 1996. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that corporations, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. Our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

At MR2 Group, we transform data from being mere information, to being practical and strategic, to actionable and making it matter to those who benefit the most - our clients. We combine science and creativity to afford our clients greater visibility and insight into market trends.

For over 20 years since the inception of Precision Opinion, we have advanced the practice of data-collection, market research and media audience measurement. We believe our industry expertise , client-focused offerings and experienced management team positions us well to continue leading and influencing the market research and consulting industries in the United States and provides us the opportunity to achieve the same status internationally. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect our clients’ sales. Our methodologies, practices and technological advancements have become deeply embedded into our clients’ workflow, which we believe is demonstrated by many of our long-term client relationships, multi-year contracts and high contract renewal rates. In 2017, revenue from repeat clients under contract represented approximately 94.5% of our total revenue, while the remaining 5.5% of our revenue is generated from one-off projects not subject to contract renewal. A majority of our long-term clients are government service clients, including the National Opinion Research Center at the University of Chicago (“NORC”), RTI International and IMPAQ International, LLC (“IMPAQ”). Government service contracts and medical studies accounted for approximately 66% and 56% of our revenues during the years ended December 31, 2017 and 2016, respectively.

We offer our clients multiple approaches to data-collection ranging from telephone calls, focus groups, online surveying, and a combination of these approaches. Through our analytical group, we provide clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

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Our telephone data-collection call center offerings are not pre-set – we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC Universal (“SHC”), which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have now increased our profit margins on the acquired SHC operations.

Below is a summary of the business activities that we carry out and how and why we segregate such activities.

Precision Opinion Business Operations

Telephone Data-collections – Based on the number of CATI stations that it utilizes, Precision Opinion is home to the second largest telephone data-collection call center in the United States, equipped with 650 VOXCO and CfMC Computer Assisted Telephone Interviewing (“CATI”) Command Center and Pronto dialer systems, which allows us to deliver what we believe is uncompromising data-collection and service to the research industry. Our TCPA-compliant telephone center’s high-tech capabilities allow real-time reporting to help keep our clients up-to-date with the progress of all of their research needs. Our telephone data-collections represented approximately 90% and 89% of our aggregate revenues during the years ended December 31, 2017 and 2016, respectively.

Our telephone call center provides clients ranging from corporations, to non-profit research organizations, to government agencies, to political pollsters, to entertainment, gaming and hospitality companies with the ability to directly collect data from individuals, families, consumers, constituent and, businesses as to their beliefs and opinions on virtually any topic. We provide individuals the ability for their voice to be heard on various topics. We staff our telephone call center with highly trained research associates who call individuals or businesses, which our clients identify and we assemble, and ask them a series of questions in a computerized survey. The results of these completed surveys are amalgamated, and the data is provided to our clients. For some clients, we also analyze the data through our Analytics team and provide these clients with the actionable findings from these completed surveys. The length of a survey can vary from a few minutes to 45 minutes or more, with the typical survey lasting for 10 to 20 minutes.

The topics and questions asked in these surveys range from the full spectrum of current events, consumer preferences or distastes relating to a new product or service, opinions on medical services and even to who they intend to vote for in the next election.

● Government and Medical Sector. The government and medical sector is our largest “client group” for market research services, specifically, telephone data-collection. We believe there is a constant demand from the government for research either directly, or through approved research organizations. Although government agencies also conduct their own market research, they often use private companies and non-profit organizations for research. We often contract with such entities who are working on behalf of federal, state and municipal government clients.

For example, various health and regulatory agencies commonly outsource market research services to design, tailor or measure the effectiveness of a public health or public information campaign. For our largest client, NORC, we provide a dedicated staff of approximately 250 employees including research associates, quality control staff and managers for a national tracking study for the Center for Disease Control and Prevention (“ CDC ”) which we have been working on since 2001. For this study, we contact a predetermined list of families and their medical providers by telephone and provide NORC the results of a complex 45-minute multi-step survey for each responding family.

We also performed telephone data-collection services on a multi-year tracking study for the C DC through a subcontract with NORC, which we worked on for 10 years. This study compiled data relating to children with special needs.

Over the last five years, we have conducted multiple health and medical telephone data-collection studies for other clients, including RTI International, IMPAQ and Morpace Market Research and Consulting (“Morpace”).

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● Political Sector. The political sector is our second largest “client group” for market research services. Specifically, w e provide political polling and the analysis of the public’s views on current events, election issues and other topical legislative matters. Over the years, we have completed hundreds of telephone political polling projects including telephone polling for President Barack Obama’s campaign committee during his two Presidential elections, telephone polling for the Democratic National Committee during President Obama’s two terms of office, telephone polling for both Senate and House of Representative elections along with state and local elections and telephone polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential elections. We have several clients that rely on our expertise in political polling including Benenson Strategy Group (“BSG”), Global Strategy Group, Edison Research, LHK Partners, Inc., Expedition Strategies and Abt Associates. Political research telephone surveys tend to be 10 to 25 minutes in length and are typically looking to gather information on certain types of qualified respondents. The questions asked generally include, whether you are a registered voter, did you vote in the last election, your age, political party affiliation and income levels.

● Corporate Clients. Corporate clients comprise our third largest “client group” for market research services. Businesses utilize our telephone data-collection expertise for research focused on various topics including asking questions about consumer preferences on existing products, what new products and services consumers may desire, a comparison of their product performance against competitor products and awareness of their brand. We also provide telephone surveys for businesses wanting to talk with other businesses about products, services, market conditions and other current topics. The information from these surveys provide businesses with information that they can use in budgeting influence corporate spending on advertising and marketing, capital expansion, acquisitions and other business-related issues. Some of our business-related clients have included AARP, United Way, Bank of America, J.D. Power and Associates and Marketcast.

Focus + Group Data-collection - Through Precision Opinion, we also operate Focus +, an award winning premier focus group facility on the West Coast. Located in Las Vegas, the Focus + facility comprises approximately 12,000 square feet including a 48-seat movie theatre and two focus group conference rooms. We are planning to expand Focus + by allocating staff and working capital to strengthen its business operations, which we believe will support our other lines of business with potential new clients. In addition, we plan to strengthen our Focus + business through an online digital presence given the growth and expansion of social media and online data collection. Given that our focus group facility is in Las Vegas, we believe that it is an excellent location for our Focus+ business. Specifically, Las Vegas as a major tourist destination provides greater access to a cross-section of the United States population, thereby affording clients diversity in focus group responses. Further Las Vegas Convention and Visitors Authority, Las Vegas is home to more than 11 million square feet of meeting and exhibit space citywide and home to three of the country’s ten largest convention venues. Thus, we believe this to be a prime location where we will be able to attract new clients either exhibiting or attending the large number of trade shows and conventions.

For example, in our Focus + groups we work with movie studios seeking to gauge audience reactions to new movie ideas and trailers for new movies, and new reporters and anchors in television studios. We also work with consumer product companies seeking to test their products including new frozen foods, beer taste test, new e-cigarettes, new cigarette brand/flavors, new product packaging, and new website design and functionality. We also work with casinos and resorts seeking to enhance guest engagement to gauge satisfaction levels and compile opinions on their respective properties, food offerings and many other topics.

Other specialty services that we offer through our Focus + groups include law firms seeking to utilize mock juries to test their client’s legal court case, as well as holding live panels during political debates and tracking respondent’s opinions live based on what they are seeing and hearing.

Our Focus + groups have included clients such as Facebook, the CBS network and its affiliates, Warner Brothers, Madame Tussauds, ShuffleMaster, Bally Technologies, Frank Luntz, Wynn Resorts, Hyatt Hotels, AAA, Domino’s Pizza, Corona Beer, Coca Cola, Pepsi Cola, Cracker Barrel, Hungry-Man, and Birds Eye.

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Online Data-collection - We launched our online survey and panel business in 2014 to increase our service offerings and adapt to the ever-evolving market. We develop customized panels and online surveys based on our clients’ particular needs, making our offerings unique compared to other players in the market. We developed our online and internet device agnostic survey platform to allow respondents to participate in surveys no matter their device – smart phones, tablets, personal computers or Apple - based computers wherever they are and whenever they would like to participate. Online respondents have shown a high inclination to participate in surveys. The ease of and respondent’s ability to take an online survey wherever they are makes this a very popular approach for our clients. Whether a client is looking for a point time reaction to products, services or current events or wants to track consumer behavior over weeks, months or any combination, we believe that the online services we provide offer our clients the actionable information they are looking for. Unlike other online survey platforms, our main focus is on the quality of the information we provide to our clients. We plan, develop and implement both proprietary and probability-based panels for our clients. We have developed safeguards to protect the reliability of our data-collection.

Analytics – Our analytics group combines all of Precision Opinion service offerings and packages them into an information center that helps our clients receive analysis on feedback that reaches deeper and ultimately provides them with information that is actionable. Our analytics team focuses on providing our clients integrated services approaches as well as having expertise in the hospitality industry and community-based quality of life analysis.

Client Agreements - Precision Opinion has several types of client relationships and contracts with its clients. The type of contract depends on the type of work requested. Contract lengths vary, ranging from several days to several years, depending on the scope of the project and the type of information clients request.

For example, with Precision Opinion’s largest client, NORC, Precision Opinion provides a dedicated staff of research associates and management team who are conducting a multi-year tracking study under a multi-year contract. Pursuant to this subcontract, Precision Opinion interviews respondents identified by NORC seven days a week in order to obtain specific medical information on behalf the CDC .

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision Opinion ’s contract with NORC, which runs through February 2019 , provides for annual renewals during the 5-year period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

Precision Opinion has similar multi-year contracts with RTI I nternational and IMPAQ for medical studies. These contracts have specific fixed billing amounts for the services to be provided by Precision Opinion and are agreed to prior to the commencement of the study. Under these contracts, Precision Opinion recognizes revenue as the data required under the contract is delivered to the client. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its clients Morpace and ICF International Inc. (“ICF”), Precision Opinion provides services under a contract for a specific study with a specified time period, number of completed surveys and specific number of dialing attempts for each respondent. These types of studies are typically completed within two to six months. Under these types of contracts, clients provide both the survey and e specific respondents they are targeting, and Precision Opinion then manages the contract based upon the timeframe, required numbers of completed surveys, required number of dialing attempts and dispositions. Under these contracts, Precision Opinion recognizes revenue as the collected data is delivered to the client or by the actual number of hours provided by Precision Opinion under the contract. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

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For its client BSG, Precision Opinion provides services under a Master Services Agreement (“MSA”) that sets forth the general terms of the work to be performed by Precision Opinion on behalf of BSG. On February 5, 2018, Precision Opinion and BSG entered into a new MSA which replaced the previous MSA entered into in July 2016. Under the new MSA, BSG prepaid Precision Opinion for a certain number of interview hours to be provided by Precision Opinion. This prepayment of services is recorded as a liability on our balance sheet, as unearned revenue. As of March 31, 2018, the unearned revenue associated with BSG is approximately $407,893. For each specific project under the MSA, BSG issues a S tatement of Work (“S OW ”) . With each SOW, BSG outlines specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completes surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided and reduces the unearned revenue accordingly. This is the only client that has prepaid for Precision Opinion’s services.

For other clients, such as Global Strategy Group and Expedition Strategies, Precision Opinion performs services based upon specific terms set forth in a SOW issued by the client. With each SOW, clients outline specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically shorter-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completed surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or the rate for each completed survey.

For other clients such as Under Armour, SSRS, Edison Research and LHK Partners, Precision Opinion enters into a general MSA, with specific terms for each project set forth in a SOW issued by the client. With each SOW provided, clients outline specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. The timeframe for these SOW’s can vary from one day (i.e. election day exit polling) to more long-term projects that are completed based upon a specific timeframe required to either provide a specific number of completed surveys or to have achieved a required number of dialing attempts for each respondent. Depending on the SOW, Precision Opinion will invoice the client based upon predetermined intervals (weekly or monthly), completed SOW or based on the number of completed surveys if it is a longer-term SOW. Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or rate for each completed survey.

The Reorganization

We have recently created two new wholly-owned subsidiaries: Turning Point Research, Inc. (“Turning Point”) and MR2 Life, Inc. (“MR2 Life”). The Reorganization will occur prior to the effective date of this offering. We believe the Reorganization will provide us with the necessary structure to grow our business as follows:

● Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

● MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use up to $1.5 million of the net proceeds of this offering to fund our MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. We anticipate the future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

● Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated, full-service information research consulting firm with expertise in data-collection research via the methods described above, consulting and analytics.

Industry Background

Market research involves measuring both consumers’ and business’ opinions on a variety of topics, whether it be gathering focus groups’ receptiveness to new products and services or assessing the effectiveness of promotional campaigns. Companies in this industry systematically gather, record, tabulate and present marketing and public opinion data. Examples of industry services include political polling, sampling and statistical services, broadcast media rating services and market analysis services. Operators also conduct research in the fields of social science, medical, health, and quality of life.

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The industry’s markets can be divided into three broad areas (1) providers of consumer goods and services wishing to measure and understand their market; (2) providers of media and advertising wishing to measure and understand their viewers; and (3) government institutions and political candidates wishing to measure and understand their constituents.

The U.S. market research industry is a more than a $19.8 billion revenue market as of 2016, and has experienced an average annual growth rate of 0.3% since 2011. According to a study conducted by FuelCycle Research, it is anticipated that the annual growth rate will double in size by the year 2020. After suffering in 2012 and 2013, the industry has benefited from a series of economic and consumer trends. First, increases in disposable income and consumer spending have caused companies to reinvest in expanding their product pipelines. Consequently, since 2013, many companies have allocated more money to marketing and advertising budgets and industry revenue has increased accordingly. Companies are spending more on research and development, which has furthered growth in the market because products often undergo extensive market research before their launch.

When business conditions improved, the industry began to rebound, with revenue increasing in 2014. However, much of this revenue growth was the result of the industry beginning from a low recessionary base.

In the past five years, strong increases in consumer spending and steadily rising advertising expenditures propelled industry revenue. In addition, research and development budgets have been expanding solidly through 2016, as corporations hire market research firms to assess the public’s receptiveness to new products and services, which helped industry revenue rise 2.4% in 2016. Although there can be no assurance, this expansion of research and development (“R&D”) budgets is expected to continue as the economy expands.

Consolidation and Improving Profit

The market research industry has experienced increased merger and acquisition activity over the past five years. In 2013, the Federal Trade Commission (“FTC”) granted approval to Nielsen, the industry’s largest company, to acquire another large industry player, Arbitron. While there has been consolidation in the industry, the market remains fragmented with many small players. The number of market research enterprises totaled 42,525 as of 2016. We intend to take advantage of this fragmentation by seeking to acquire select smaller players that can expend our service offerings.

Companies in this industry were slow to increase wages and employment in the years following the recession. As the number of industry operators increased 6.3% in 2013, industry employment grew just 1.0%. In later years, operators sought to maintain the lean operations that were achieved with cuts during the recession. Over the five years leading to 2016, industry employment grew at an average annual rate of 1.4% to 143,296 workers, despite stronger enterprise growth during this period. The combined effects of consolidation and slow employment growth during this period resulted in low operating costs and, as a result, profit growth.

Growth Opportunities

Opportunities for market researchers to measure online audiences have significantly increased over the past five years, which will be a point of emphasis for us moving forward. The rapid expansion of new media is providing market researchers with innovative ways to interact with and study consumer opinions. Many companies now allow consumers to provide ratings, comments and feedback for products online. As more consumers use social networking sites, companies have gained additional means of engaging consumers in conversations about their products and services. The ability to directly converse with clients can improve a company’s understanding of their clientele’s wants and needs. Many industry players have acquired or invested in companies that specialize in new media and related technology. Over the next five years, our management believes that more individuals will turn to new media. Consequently, market research companies that invest in technology to measure and analyze the habits of online clients will be better equipped than those that continue to rely on traditional methods.

We believe the market research industry is also expected to remain strong due to the continued usage of telephone call center infrastructures. According to a 2017 report from the American Association for Public Opinion Research Task Force (the “AAPOR Task Force”) on “The Future of U.S. General Population Telephone Survey Research,” the AAPOR Task Force “anticipates that the telephone will remain an important mode for surveying the general public of the United States for many years to come.” Based on the AAPOR Task Force’s findings and our interactions with our clients, we expect that the majority of government-related research on health, medical, and related fields will continue to require phone research as a major component of the necessary primary research. Additionally, growth in online research is expected to continue to grow as will the use of both online and phone (“Multi-Mode”) research. The ability to use Multi-Mode research helps provide a better picture of individual preferences and market trends as both forms of research provide complementary, yet distinguishable information. Companies like us that provide Multi-Mode research will be able to provide greater value to their clients and will be able to grow alongside the industry.

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The internet has also fragmented demographic markets by enabling people with increasingly specialized interests to interact. According to the Pew Research Center, about 84.0% of adults had internet access at home, work, school or through mobile devices in 2015. Given this expansive audience, market researchers can target specific consumer groups through improved online advertising metrics. By assessing unique page views and click-through rates, advertisers can guarantee that their target market is being reached.

Our Market Opportunity

We believe companies and government agencies, including our clients, require an increasing amount of data and analytics to set strategy and direct operations. This has resulted in a large market for business information and insight which we believe will continue to grow. Our clients are corporations, government agencies, political pollsters, and the entertainment and hospitality industries. We believe that significant economic, technological, demographic and competitive trends facing consumers and our clients will provide a competitive advantage to our business and enable us to capture a greater share of our significant market opportunity.

The media landscape is dynamic and changing. Consumers are rapidly changing their media consumption patterns. The growing availability of the internet, and the proliferation of new formats and channels such as mobile devices, social networks and other forms of user-generated media have led to an increasingly fragmented consumer base that is more difficult to measure and analyze. In addition, simultaneous usage of more than one screen is becoming a regular aspect of daily consumer media consumption. We have effectively measured and tracked media consumption through numerous cycles in the industry’s evolution—from broadcast to cable, from analog to digital, from offline to online and from live to time-shifted. We believe our distinct ability to provide metrics across social media, online and mobile platforms helps our clients better understand, adapt to and profit from the continued transformation of the global intellectual landscape.

Increasing amounts of consumer information are leading to new marketing approaches. The advent of the internet and other digital platforms has created rapid growth in consumer data that is expected to intensify as more entertainment and commerce are delivered across these platforms. As a result, companies are looking for real-time access to more granular levels of data to understand growth opportunities more quickly and more precisely. This presents a significant opportunity for us to work with companies to effectively manage, integrate and analyze large amounts of information and extract meaningful insights that allow marketers to generate profitable growth.

Consumers are more connected, informed and in control. Today, more than 37% of the world population is an active social media user according to a study conducted by Hootsuite. There are more than 3.8 billion global internet users (52% of the world population), and 4.9 billion unique mobile device users, with 60% of those mobile device users utilizing the internet from their device. In 2016, internet users grew by 10%, or 354 million, and mobile users increased by 5%, or 222 million. Advances in technology have given consumers a greater level of control of when, where and how they consume information and interact with media and brands. They can compare products and prices instantaneously and have new avenues to learn about, engage with and purchase products and services. These shifts in behavior create significant complexities for our clients. Our broad portfolio of information and insights enables our clients to engage consumers with more impact and efficiency, influence consumer purchasing decisions and actively participate in and shape conversations about their brands.

Demographic shifts and changes in spending behavior are altering the consumer landscape. Consumer demographics and related trends are constantly evolving globally, leading to changes in consumer preferences and the relative size and buying power of major consumer groups. Shifts in population size, age, racial composition, family size and relative wealth are causing marketers to continuously re-evaluate and reprioritize their consumer marketing strategies. We track and interpret consumer demographics and psychographics that help enable our clients to engage more effectively with their existing consumers as well as forge new relationships with emerging segments of the population.

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Consumers are looking for greater value. Economic and social trends have spurred consumers to seek greater value in what they buy as exemplified by the rising demand for “private label” (store branded) products. This increased focus on value is causing manufacturers, retailers and media companies to re-evaluate brand positioning, pricing and loyalty. We believe companies will increasingly look to our broad range of consumer purchasing insights and analytics to more precisely and effectively measure consumer behavior and target their products and marketing offers at the right place and at the right price.

Our Growth Strategy

We believe that we are well-positioned for both domestic and international expansion and have a multi-faceted marketing and growth strategy that builds upon the MR2 brand, strong client relationships and the integral role we play in the market research, data-collection and analytical fields. However, our growth strategy is also subject to certain risks. For example, we may be unable to adapt to significant technological changes such as changes in the technology used for data-collection and processing, or we may not be successful in expanding our MR2 Life segment. In addition, consolidation in our clients’ industries may reduce the aggregate demand for our services. While we take all measures toward being a leader in our field and not falling prey to such risks, such risks still exist. See “Risk Factors” on page 14 .

By separating the business of Precision Opinion into three separate subsidiaries: (i) Precision Opinion; (ii) Turning Point; and (iii) MR2 Life, we believe we will increase our focus and will drive and diversify revenues and allow for higher profit margins.

Precision Opinion. We plan to acquire and/or start-up additional CATI stations to support our planned growth in government and medical tracking studies. As part of our plan, we are looking to acquire 200 CATI stations consisting of 125 and 75 CATI stations primarily dedicated to the Hispanic and Asian demographics, respectively. These additional CATI stations will be staffed by both bi-lingual Hispanic and Asian research associates. We believe that having bi-lingual research associates will provide us with the flexibility to utilize our research associates on both English-speaking surveys or surveys in the respective in-language. We believe that these new CATI stations will enable us to serve more government and private clients and projects with a niche demographic focus on Hispanic and Asian consumers. Most of the surveys we are engaged to perform include a specific number of surveys completed in-language with the most prevalent request being for Hispanic and then Asian requests, primarily in one or more of the Chinese dialects. Based on a Pew Research study conducted in 2017, the Asian immigrant population in the US grew at 72% and Hispanic immigrant population grew at 60% between 2000 and 2015. This same Pew study forecasted that in the next 50 years, the Asian population will make up 38% of all US immigrants, with Hispanics making up 31% of the population. Our plan to expand our operations to include additional Asian and Hispanic language capacity is based on the current and future estimated demand for bi-lingual surveys from our clients.

Our plan includes the expansion of our Focus + business in both traditional “brick and mortar” as well as online (digital). Given that our focus group facility is in Las Vegas, we believe that it is an excellent location for our Focus+ business. Specifically, Las Vegas as a major tourist destination provides greater access to a cross-section of the United States population, thereby affording clients diversity in focus group responses. Further Las Vegas Convention and Visitors Authority, Las Vegas is home to more than 11 million square feet of meeting and exhibit space citywide and home to three of the country’s ten largest convention venues. Thus, we believe this to be a prime location where we will be able to attract new clients either exhibiting or attending the large number of trade shows and conventions.

Turning Point. Given the current state of online digital market research, and the consolidation of large players, we believe that there is an opportunity for us to grow through strategic acquisitions in our online digital product line. To achieve this growth, we formed a subsidiary which will focus on providing online digital services to our existing clients. We intend to use a portion of the net proceeds of this offering for use in R&D to enhance our online platform, and ultimately to enhance demand across all of our facets: virtual online focus groups, chat rooms, survey design & implementation, and to identify acquisitions as appropriate.

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MR2 Life. We are seeking to re-position ourselves in the market as more of a strategic consultant and to pursue strategic acquisitions to complement our business and to offer consulting services to assist clients to not only understand and analyze the data gathered, but also to advise as to how to act upon such data in an effective manner. Through MR2 Life, we intend to continue to develop our product and service portfolio to provide our clients with comprehensive and advanced solutions, including our analytical offerings across all facets of our client base to provide a more comprehensive offering and help our clients think through their most important challenges.

MAi Research. On June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research including but not limited to all tangible and intangible assets, goodwill, intellectual property, contracts and client lists but excluding Mai Research’s cash on hand, accounts receivable and known liabilities. The closing of the acquisition is conditioned upon, and is scheduled to close simultaneously with, the closing of this offering. See “Our Growth Strategy – MAi Research Acquisition” on page 63 .

We intend to also focus on securing new government contracts primarily within the healthcare sector. The government is the leading source of market research and includes government agencies within the healthcare and human services sector, such as the CDC and the U.S. Food and Drug Administration (the “FDA”). The market research that we perform for government agencies tends to be large-scale, highly complex and well-disciplined, requiring long-term commitment in both manpower and capital resources, which is the foundation of our business. We believe that we have the acumen and capability required for these kinds of government projects. In addition, both government-related and healthcare-related projects typically offer higher profit margins as compared to other data-collection projects due to privacy issues stemming from possessing medical information and the costs associated with building and maintaining secure data sites, providing project-specific training for our research associates, managing the complexity of data samples, as well as complying with additional reporting requirements.

We are also planning to obtain a “moderate” rating certification under the Federal Information Security Management Act of 2002 (“FISMA”). We believe that with a FISMA “moderate” rating certification, we will able to secure new government contracts by providing us pre-qualification access to current requests for proposals. As there are few data-collection firms with a FISMA “moderate” rating certification due to the expenses involved, we believe that obtaining this certification will result in a competitive advantage over our competitors.

Our Competitive Strengths

We make market research more relevant and the underlying data more actionable by both our clients and other end-users. We believe that the following strengths provide us with a competitive advantage:

● Client-Centric – Our company culture is client-focused. We develop customized research products and services tailored to our clients’ specific needs, requirements, budgets and timeframe. Because we have more than one dialing platform, we have the ability to work in a Multi-Mode environment with analytical expertise and also customize our products and services for our clients.

● Industry Experience – Our senior management team has extensive experience in market research, data-collection, analytics and consulting. We believe this allows us to deliver quality data, information and advice to our clients within their project specifications.

● Breadth of Services – Over the years, we have developed expertise in several types of research, data-collection and analytical consulting through a wide spectrum of industries including, but not limited to, the management of political polling projects, large social science or medical studies that require complex methodologies, and online tracking studies for brand awareness and enhancement that take place not just in the United States, but countries from all over the globe.

● Reputation – We believe our telephonic and online data-collection operations have excellent reputations because we are able to deliver uncompromising data, information and analytics all within our client’s project’s scopes, budget and requirements. In addition, our entire operation has a reputation for delivering on the MR2 Group brand of excellence by creating customized tools, methodologies, reporting, technology and individualized employee training to enhance the work conducted for their projects.

● Size – Our telephonic data-collection operations have over 650 CATI stations managed by a strong, well-trained and tenured team that is capable of managing multiple large projects simultaneously without compromising our MR2 Group brand of excellence. We believe that we are well-positioned in comparison to our competitors. Specifically, other phone room operators with a smaller number of available CATI stations and a smaller staff size require more resources in order to execute larger projects. We believe we are at an advantage in that we have sufficient resources, management and oversight required to handle multiple large-scale projects at once.

● Technology – We utilize the latest technological advancements in the research industry in regard to CATI dialing platforms (VOXCO), to our real-time, proprietarily developed in-house data metrics and project management tools, to our cutting-edge efforts in online data-collection, to our state-of-the-art information technology (“IT”) infrastructure and cyber security, we believe that we have the most advanced technology resources in the industry. In addition, we employ advanced, forward-thinking analysts, web-developers and programmers that are able to enhance our technology in order to increase efficiency, productivity, and quality.

● Multi-Mode Data-collection – We provide our clients the ability to use several forms of data-collection services from phone, online, interactive voice response (“IVR”), or a combination of all three on their research projects.

● Multi-Dialing Platform – We offer our clients the flexibility of using two dialing platforms for data-collection, VOXCO and CfMC. We believe this versatility and ability to choose platforms allows us to provide our services to a larger number of clients and other research companies that most of our competitors do not have the luxury of doing.

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Risks Affecting Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. Some of these risks are:

● Our success is dependent on the demand of our clients seeking public opinion and market research;

● Our business is affected by general economic, political and financial conditions, which could adversely affect our results of operations and our ability to sustain revenue growth in the future;

● A substantial portion of our revenue is derived from the government and a small number of large corporate clients, and the loss of one of these clients would have a material adverse effect on our financial condition;

● We may not be able to manage our growth effectively and our business, financial condition and operating results may be negatively affected;

● We operate in a competitive environment and may not be able to retain our current clients or attract new clients due to competition;

● We may be unable to attract; develop and retain the high performing individuals we need to effectively operate and grow our business;

● We rely heavily and must compete based upon the flexibility and sophistication of the technologies utilized in performing our core businesses. We may be unable to adapt to significant technological change which could adversely affect our business;

● Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results;

● We may need to secure additional financing to accomplish our goals. Our inability to raise capital on acceptable terms in the future may cause us to delay, diminish, or curtail certain operational activities, including the expansion of our business operations, research and development activities, sales and marketing, and other operations, in order to reduce costs and sustain the business, and such inability would have a material adverse effect on our business and financial condition;

● Raising additional capital may cause dilution to our existing stockholders, including purchasers of common stock in this offering or restrict our operations;

● If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired;

● Our management team has limited experience managing a public company and ineffective internal controls could impact our business and operating results;

● Our business could be damaged and subjected to liabilities if there are any cyberattacks trying to disrupt/​impede our services to our clients of obtain stored information;

● Compromises of our data security could cause us to incur unexpected expenses and may materially harm our reputation and operating results;

● We cannot assure you that we will complete the acquisition of MAi Research , or if completed, that we will realize the anticipated benefits of such acquisition.

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For a more detailed discussion of these risks, see “Risk Factors” starting on page 14 .

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include:

● an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

● an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

● an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements;

● extended transition periods for complying with new or revised accounting standards;

● being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in addition to any required unaudited interim financial statements in this prospectus; and

● reduced disclosures regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this prospectus;

We will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a “large accelerated filer,” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act; (iii) the date on which we have, during the previous three-year period, issued more than $1.00 billion in non-convertible debt securities; and (iv) the end of the fiscal year during which the fifth anniversary of this offering occurs. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We currently intend to take advantage of the exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

We are also a “smaller reporting company,” as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and also are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until our public float exceeds $75 million on the last day of our second fiscal quarter in the preceding fiscal year.

Corporate Information

MR2 Group, Inc. was formed as a holding company in Nevada in 2017 by our current President, James T. Medick. Prior to starting MR2 Group, Mr. Medick had previously founded his original market research and consulting company, MRC Group in 1996 which he sold in 2006. At the request of MRC Group clients in 2007, Medick started his second market research and consulting firm, Precision Opinion, Inc. In 2017, Mr. Medick formed MR2 Group as a holding company for what will be our three operating subsidiaries, one of which is Precision Opinion. Our principal executive offices are located at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109. Our telephone number is (702) 483-4000. Our website address is http://www.mr2g r oup.com/. The references to our website in this prospectus are inactive textual references only. The information on our website is neither incorporated by reference into this prospectus nor intended to be used in connection with this offering.

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THE OFFERING

The following summary of the offering contains basic information about the offering and the common stock and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the common stock, please refer to the section of this prospectus entitled “Description of Capital Stock.”

Common Stock offered by us	shares
Common Stock outstanding before this offering:	shares (1)
Common Stock to be outstanding immediately after this offering:	shares (1)
Offering Price	$         per share
Option to purchase additional shares:	We have granted the underwriters a 45-day option to purchase up to additional shares of our common stock to cover over-allotments, if any.
Use of proceeds:	We expect to receive approximately $        in net proceeds from the sale of our shares offered by us in this offering (approximately $        if the underwriters exercise their over-allotment option in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, based on the shares being offered at $        per share, the midpoint of the expected offering range. We intend to use the net proceeds from this offering to finance the expansion of our business, a portion of which (approximately $1.5 million) will be used to acquire MAi Research concurrently with the closing of this offering, and a portion may be used to acquire additional complementary companies, and for general working capital purposes. See “Use of Proceeds” on page 28 for a more complete description of the intended use of proceeds from this offering.
Dividend Policy	While our subsidiary, Precision Opinion, has declared dividends in the past, we do not intend to declare or pay any cash dividend on our common stock following completion of this offering. See “Dividend Policy” for a more complete description of our dividend policy.
Risk Factors:	Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 14 of this prospectus before deciding whether or not to invest in our Common Stock.
Proposed Nasdaq Ticker Symbol	We intend to apply to list our common stock on the Nasdaq Capital Market under the symbol “MRMR.” However, no assurance can be given that our application will be approved.
Lock-ups	We and our directors, officers and existing stockholders have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock for a period of twelve (12) months after the date of this prospectus, in the case of our company and our officers and directors, and six (6) months after the date of this prospectus, in the case of any existing stockholder. See “Underwriting” on page 88 .

(1) Based on shares of common stock issued and outstanding as of June [●], 2018.

Unless otherwise indicated, the information in this prospectus assumes:

● A public offering price of           per share of common stock, the midpoint of the estimated price range set forth on the cover of this prospectus;

● No exercise by the underwriter of its option to purchase           additional shares of common stock to cover over-allotments, if any;

● No exercise of the underwriter’s warrants; and

●            shares of common stock issued in exchange for the ownership interests in our subsidiaries in the Reorganization.

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SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth our selected condensed consolidated financial data as of the dates and for the years indicated. The selected consolidated financial data as of the dates and for the periods indicated. Data for the fiscal years ended December 31, 2017 and 2016 as have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. Additionally, we have derived the selected condensed consolidated statements of operations for the three months ended March 31, 2018 and 2017 and the selected condensed consolidated balance sheet data as of March 31, 2018 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. We have prepared our unaudited condensed consolidated financial statements on the same basis as our audited consolidated financial statements and, in the opinion of management have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results of any interim period are not necessarily indicative of the results that may be expected for the full year.

The historical results set forth below do not necessarily indicate results expected for any future period and should be read in conjunction with ‘Risk Factors,” “Management Discussion and Analysis of Financial Condition and Operations,” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

												Pro Forma
	For the years ended					For the quarters ended						For the quarter ended			For the year ended
	December 31,					March 31,						March 31,			December 31,
	(audited)					(unaudited)						(unaudited)
	2017			2016		2018			2017			2018			2017
Consolidated Statement of Operations Data:
Revenues		16,317,257			17,150,618		2,687,833			3,446,910			3,530,133			22,456,985
Operating expenses
Production costs	$	10,422,413		$	9,922,050	$	1,659,476		$	2,260,125		$	2,067,171		$	12,895,047
Selling, general, and administrative		4,788,147			6,449,761		934,043			1,160,194			1,638,526			7,805,509
Depreciation and amortization		746,059			523,127		178,197			137,135			179,264			749,678
Total operating expenses	$	15,956,619		$	16,894,938	$	2,771,716		$	3,557,454		$	3,884,960		$	21,450,234
Operating income (loss)		360,638			255,680		(83,882	)		(110,544	)		(354,827	)		1,006,751
Total other income (expense):	$	(393,877	)	$	734,043	$	(231,423	)	$	(43,801	)	$	(236,766	)	$	(404,366	)
Income (loss) before income taxes	$	(33,239	)	$	989,723	$	(315,306	)	$	(154,344	)	$	(591,593	)	$	602,385
Provision for income taxes	$	-		$	-	$	-		$	-		$	-		$	204,811
Net income (loss)	$	(33,239	)	$	989,723	$	(315,306	)	$	(154,344	)	$	(591,593	)	$	397,574
Basic and diluted income (loss) per share	$	(0.51	)	$	15.13	$	(4.82	)	$	(2.36	)	$	(9.04	)	$	6.08

					As of March 31, 2018
	As of December 31,				(unaudited)
Consolidated Balance Sheet Data:	2017		2016		Actual		Pro Forma		Pro Forma Adjusted (1)(2)
Cash	$	501,283	$	2,153	$	39,124	$	39,124
Receivables		2,332,991		2,533,942		1,210,108		1,210,108
Other assets		5,306,505		5,537,809		5,544,974		5,591,113
Current liabilities		1,528,282		3,055,517		2,633,817		2,633,817
Other liabilities		4,806,553		3,179,203		2,669,751		2,669,751
Stockholders’ equity	$	1,805,944	$	1,839,183	$	1,490,638	$	1,536,777

(1)

As adjusted to reflect the receipt of the net proceeds of the offering.

(2)

A $1.00 increase or decrease in the assumed public offering price per share would increase or decrease our cash, total current assets, total assets and total stockholders’ equity by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

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RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

General Business Risks

Seasonal fluctuations in research activity could adversely affect our operational and financial performance.

Our historic operating results have fluctuated, and our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. Period-to-period comparisons of our operating results should not be relied upon as an indication of our future performance.

We expect our revenue, operating results, cash flows from operations and other key operating and performance metrics to vary from quarter to quarter in part due to the seasonal nature of research spending. For example, many clients tend to devote a significant portion of their research budgets to the fourth quarter of the calendar year and to reduce spending in the first quarter of the calendar year. Seasonality could have a material impact on our revenue, operating results, cash flow from operations and other key operating and performance metrics from period to period.

Our success is dependent on the demand of our clients seeking public opinion and market research.

Should our existing clients or potential new clients decide to either reduce or eliminate their need for our services, our business performance would be directly impacted, and if we could not replace that business with new sources of revenue, we may be unable to execute our business plan. Public opinion and market research trends relating to consumer preferences or distastes of products or political candidates, for example, tend to be key considerations for a number of companies, entities and organizations. Once these considerations are not sought, demand will likely decline, which may impact our business operations.

We may need to secure additional financing to accomplish our goals. Our inability to raise capital on acceptable terms in the future may cause us to delay, diminish, or curtail certain operational activities, including the expansion of our business operations, research and development activities, sales and marketing, and other operations, in order to reduce costs and sustain the business, and such inability would have a material adverse effect on our business and financial condition.

While we believe that our current funds coupled with the proceeds from this offering will be sufficient to fund our operations for at least the next twelve months, we anticipate that we may require additional funds for our operations in the future. If we are not successful in securing additional financing when needed, we may be unable to execute our business strategy, which could result in curtailment of our operations.

Our ability to raise additional capital is uncertain and dependent on numerous factors beyond our control including, but not limited to, economic conditions and availability or lack of availability of credit. We currently do not have any committed additional source of funds.

If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

● continue to expand our development, sales and marketing teams;

● acquire complementary technologies, products or businesses;

● if determined to be appropriate, expand our global operations;

● hire, train and retain employees; and

● respond to competitive pressures or unanticipated working capital requirements.

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Raising additional capital may cause dilution to our existing stockholders, including purchasers of common stock in this offering or restrict our operations.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, then-existing stockholders’ interests may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect their rights as common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, or making necessary capital expenditures to grow our business.

A substantial portion of our revenue is derived from the government and a small number of large corporate and non-profit clients, and the loss of one of these clients would have a material adverse effect on our financial condition

Our client base is concentrated with our top five clients representing 84.6% of revenue in 2017 , 88.8% of revenue in 2016, and 79.9% of revenue for the three months ended March 31, 2018. For 2017, government related contracts represented approximately 66% of our revenues. If we were to lose one or more of our significant clients or experience a decrease in government-related work, our revenue may significantly decline. In addition, revenue from significant clients may vary from period-to-period depending on the timing or volume of projects. The loss of one or more of our significant customers could adversely affect our business, results of operations and financial conditions.

Our business is affected by general domestic and international economic, political and financial conditions, which may adversely affect our results of operations and our ability to sustain revenue growth in the future.

Our business is sensitive to general domestic and international economic conditions. Slower economic growth, volatility in the credit markets, high levels of unemployment, and other challenges that affect the economy adversely have in the past and could in the future affect us and our clients and suppliers. If growth in the economy or in any of the markets we serve slows for a significant period, if there is a significant deterioration in the economy or such markets or if improvements in the economy do not benefit the markets we serve, our business and results of operations could be adversely affected. For example, our revenue slowed during the 2008 financial crisis.

Consolidation in the consumer-packaged goods, media, entertainment, telecommunications and technology industries could put pressure on the pricing of our products and services, thereby leading to decreased earnings.

Consolidation in the consumer-packaged goods, media, entertainment, telecommunications and technology industries which we serve could reduce aggregate demand for our products and services in the future and could limit the amounts we earn for our products and services. When companies merge, the products and services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of products and services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and results of operations.

Our reputation and ability to do business may be negatively impacted by the improper conduct by our business partners, employees or agents.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners in violation of U.S. federal or state laws. Any improper acts or allegations could damage our reputation and subject us to civil or criminal investigations and related stockholder lawsuits, could lead to substantial civil and criminal monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory fees.

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We rely heavily and must compete based upon the flexibility and sophistication of the technologies utilized in performing our core businesses. We may be unable to adapt to significant technological change which could adversely affect our business.

We operate in businesses that require sophisticated data-collection, processing systems, software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. We will be required to adapt to changing technologies, either by developing and marketing new products and services or by enhancing our existing products and services, to meet client demand.

Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations.

Our ability to grow successfully requires that we have an effective planning and management process. The expansion and growth of our business could place a significant strain on our management systems, infrastructure and other resources. To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

We may not be able to manage our growth effectively and our business, financial condition and operating results may be negatively affected.

To manage our planned growth effectively, including in connection with our planned and future acquisitions, we must continue to improve and expand our infrastructure, including our IT, financial and administrative systems and controls.

We must also continue to manage our employees, operations, finances, research and development and capital investments efficiently. Our productivity and the quality of our services may be adversely affected if we do not integrate and train our new employees quickly and effectively. As we continue our growth, we will incur additional expenses, and our growth may continue to place a strain on our resources, infrastructure and ability to maintain the quality of our services. If we do not adapt to meet these evolving challenges, or if the current and future members of our management team do not effectively manage our growth, the quality of our products and services may suffer, and our corporate culture may be harmed. Failure to manage our future growth effectively could cause our business to suffer, which, in turn, could have had an adverse impact on our business, financial condition and operating results.

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Our corporate culture has contributed to our success, and if we cannot maintain it as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We intend to further expand our overall headcount and operations, with no assurance that we will be able to do so while effectively maintaining our corporate culture. We believe our corporate culture , which fosters a close knit, team-oriented approach to client service, is one of our fundamental strengths as it enables us to attract and retain top talent and deliver superior results for our clients. As we grow and change, we may find it difficult to preserve our corporate culture, which could reduce our ability to innovate and operate effectively. In turn, the failure to preserve our culture could negatively affect our ability to attract, recruit, integrate and retain employees, continue to perform at current levels and effectively execute our business strategy.

Our business could be damaged and subjected to liabilities if there are any cyberattacks trying to disrupt/​impede our services to our clients of obtain stored information.

Our brand, reputation and ability to retain and service our clients is dependent on the reliable performance of our dialing platforms. In the event of a breach of our dialing platform(s) our business could be negatively impacted.

We store limited information required to deliver our services to our clients, including but not limited to respondent name, telephone number, geographic subdivision smaller than a state, street address, city, county, precinct, zip code, and their equivalent geocodes, date of birth, medical record numbers, social security numbers and/or email addresses and other data relating to individuals, such as our clients and employees.

If this data were to be compromised and/or exposed, our business could suffer due to the loss of clients. We could also suffer financial liabilities due to stored information being disseminated to unauthorized third parties.

To mitigate any potential risk to a cyberattack we adhere to The Health Insurance Portability and Accountability Act (“HIPAA”) security protocols along with maintaining system security controls. Our system security controls include, but are not limited to redundancies of multiple systems, change control, encryption protocols, systems monitoring, least minimum required permissions for users to complete tasks and properly destroying personal information at the end of data collection. While we believe these security controls make the chance of a cyber-attack less likely there can be no assurance that they will eliminate such risk.

Compromises of our data security could cause us to incur unexpected expenses and may materially harm our reputation and operating results.

In the ordinary course of our business, we store limited information required to deliver our services to our clients, including but not limited to respondent name, telephone number, geographic subdivision smaller than a state, street address, city, county, precinct, zip code, and their equivalent geocodes, date of birth, medical record numbers, social security numbers and/or email addresses and other data relating to individuals, such as our clients and employees. We rely substantially on commercially available systems, software, tools and monitoring to provide security for our processing, transmission and storage of information and other confidential information. There can be no assurance, however, that we will not suffer a data compromise, that hackers or other unauthorized parties will not gain access to personal information or other data, or confidential business information or that any such data compromise or access will be discovered in a timely fashion. The techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, and we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our employees, contractors, vendors or other third parties with whom we do business may attempt to circumvent security measures in order to misappropriate such personal information, confidential information or other data, or may inadvertently release or compromise such data. Compromise of our data security or of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information and delays in detecting or providing prompt notice of any such compromise or loss could disrupt our operations, damage our reputation and subject us to litigation, or other additional costs and liabilities that could adversely affect our business, financial condition and operating results.

To mitigate any potential risk to a cyberattack we adhere to HIPAA security protocols along with maintaining system security controls. Our system security controls include, but is not limited to redundancies of multiple systems, change control, encryption protocols, systems monitoring, least minimum required permissions for users to complete tasks and properly destroying personal information at the end of data collection. To mitigate any financial exposure to a potential, cyberattack, we carry an insurance policy that includes cyberattack coverage subject to certain conditions, terms, limitations and actual coverage amount. However, there can be no assurance that the insurance coverage that we maintain will be adequate to cover any such resulting liability, which could materially harm our reputation and operating results.

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We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

Our future success depends in large part on the continued contributions of our senior management and other key personnel, including our founder and President, James T. Medick. The leadership of key management personnel is critical to the successful management of our company, the development of our solutions and our strategic direction. The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business.

We may be unable to attract; develop and retain the high performing individuals we need to effectively operate and grow our business.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, including other market research companies and non-profit organizations, many of whom have greater financial and other resources than we do. These companies may also be perceived as providing more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires require significant training, and in many cases, take significant time before they achieve full productivity. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, as we move into new geographies, we will need to attract and recruit skilled personnel in those areas.

If we do not effectively grow and train our client services team, we may be unable to add new clients or increase sales to our existing clients and our business will be adversely affected.

We continue to be substantially dependent on our client services team to obtain new clients and to drive sales with respect to our existing clients. Further, we believe that there is, and will continue to be, significant competition for client services personnel to support or growth. New hires require significant training and it may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train sufficient numbers of effective client services personnel, our business will be adversely affected.

Our operations and properties may be uninsured or underinsured and failure to maintain adequate insurance may result in a default under our debt instruments.

We carry various insurance policies to cover our properties and operational hazards, including industrial, road traffic or transportation accidents that could potentially result in injury or fatality to employees, contractors or the public with policy specifications and insured limits that we believe are customarily carried for similar properties and operating activities. However, potential losses of a catastrophic nature such as those arising from floods, earthquakes, terrorism or other similar catastrophic events, as well as certain operating liabilities, particularly with respect to our data security, may be either uninsurable, or, in our judgment, not insurable on a financially reasonable basis or may be subject to larger excesses. If an uninsured loss occurs, we could be subject to material liability or lose both our invested capital in and anticipated profits from the affected property or assets.

Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our business, financial condition and operating results.

A significant portion of our employee base, operations and infrastructure are centralized in Las Vegas, Nevada. Our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may render it difficult or impossible for us to operate our business for some period. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business, financial condition and operating results, and harm our reputation. In addition, we may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business, financial condition and operating results.

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Data protection laws may restrict our activities and increase our costs.

Various statutes and rules regulate conduct in areas such as privacy and data protection which may affect our collection, use, storage and transfer of personally identifiable information both abroad and in the United States. Compliance with these laws may require us to make certain investments or may dictate that we not offer certain types of products and services or only offer such services or products after making necessary modifications. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data and consumer protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries including the United States have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to survey research. If the laws were extended to include survey research, our ability to recruit research participants could be adversely affected. These or future initiatives may adversely affect our ability to generate or assemble data or to develop or market current or future products or services, which could negatively impact our business.

Our acquisitions are an important aspect of our growth strategy, but they may not achieve expectations, which could affect our cash flow and profitability.

We have acquired, will acquire and may acquire companies and operations that extend or complement our existing business. These transactions involve numerous business risks, including finding suitable transaction partners, the diversion of management’s attention from other business concerns, extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets, the potential loss of key employees or business relationships and the integration of acquired businesses, any of which could adversely impact our business, financial condition or results of operations.

● An acquisition may negatively affect our business, financial condition, operating results or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

● We may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

● An acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management

● An acquisition may result in a delay or reduction of purchases for both us and the company that we acquired due to uncertainty about continuity and effectiveness of solution from either company;

● We may not be able to successfully integrate our business through the acquisition of MAi Research, and we may not be able to fully realize the anticipated strategic benefits of the acquisition, which includes a complementary business;

● An acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

● Challenges inherent in effectively managing an increased number of employees in diverse locations;

● The potential strain on our financial and managerial controls and reporting systems and procedures;

● Potential known and unknown liabilities associated with an acquired company;

● Our use of cash to pay for acquisitions could limit other potential uses for our cash;

● The risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; and

● To the extent that we issue a significant amount of equity or convertible debt securities relating to future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

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We may not succeed in addressing these or other risks or any other problems encountered relating to the integration of any acquired business, the inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, financial condition and operating results.

We may be adversely affected by risks associated with potential acquisitions, such as MAi Research, including execution risks, failure to realize anticipated strategic benefits, and failure to overcome integration risks, which could adversely affect our growth and profitability.

We plan to continue to grow our business both organically and inorganically, including through the acquisition of MAi Research. While we plan to complete the acquisition concurrently upon completion of this offering, there can be no assurance that we will be successful in completing this offering and thus closing the acquisition. In the event that we do pursue further acquisitions, we may have difficulty executing on such acquisitions and may not realize the anticipated benefits of any transaction we complete. Any of the foregoing matters could materially and adversely affect us.

T he integration of MAi Research will likely be a time-consuming process. The integration process will likely require substantial management time and attention, which may divert attention and resources from other important areas, including our existing business. In addition, we may not be able to fully realize the anticipated strategic benefits of the acquisition, which includes a complementary business. The failure to successfully integrate the combined operations, including retention of key employees, could impact our ability to realize the full benefits of our acquisition of MAi Research. If we are not able to achieve the anticipated strategic benefits of the acquisition, it could adversely affect our business, financial condition and results of operations, and could adversely affect the market price of our common stock if the integration or the anticipated financial and strategic benefits of the acquisition are not realized as rapidly as, or to the extent anticipated by us. Failure to achieve the anticipated benefits could result in increased costs and decreases in future revenue and/or net income following the acquisition.

Our future results will depend on our ability to continue to focus our resources, maintain our business structure and manage costs effectively.

We are continually implementing productivity measures and focusing on measures intended to further improve cost efficiency. We may be unable to realize all expected cost savings in connection with these efforts within the expected time frame, or at all, and we may incur additional and/or unexpected costs to realize them. Further, we may not be able to sustain any achieved savings in the future. Future results will depend on the success of these efforts.

Under some of our contracts our fees are predetermined, should we be unable to control costs, we may incur losses, which could decrease our operating margins and significantly reduce or eliminate our profits. Our future profitability will depend on our ability to manage costs or increase productivity. An inability to effectively manage costs may adversely impact our business, financial condition or results of operations.

Our management team has limited experience managing a public company and ineffective internal controls could impact our business and operating results.

Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the complex and ever-changing laws, rules, regulations and pronouncements pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

U.S. federal income tax reform could adversely affect us.

On December 22, 2017, President Trump signed into law H.R. 1, originally known as the “Tax Cuts and Jobs Act,” which legislation significantly reforms the Internal Revenue Code of 1986, as amended. The new legislation, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest, allows for the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We do not expect tax reform to have a material impact to our projection of minimal cash taxes or to our net operating losses (“NOL”). Our net deferred tax assets and liabilities will be revalued at the newly enacted U.S. corporate rate, and the impact will be recognized in our tax expense in the year of enactment. We continue to examine the impact this tax reform legislation may have on our business. The impact of this tax reform on holders of our common shares is uncertain and could be adverse. This prospectus does not discuss any such tax legislation or the manner in which it might affect purchasers of our common stock. We urge our stockholders to consult with their own legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.

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Risks Related to Our Common Stock and this Offering

The initial public offering price of our common stock may not be indicative of the market price of our common stock after this offering. In addition, an active, liquid and orderly trading market for our common stock may not develop or be maintained and our stock price may be volatile.

Prior to this offering, our common stock was not traded on any market. An active, liquid and orderly trading market for our common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The initial public offering price will be negotiated between us and the underwriters, based on numerous factors which we discuss in “Underwriting” on page 88 , and may not be indicative of the market price of our common stock after this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering.

The following factors could affect our stock price:

● our operating and financial performance;

● quarterly variations in our revenue stream along with variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;

● the public reaction to our press releases, our other public announcements and our filings with the SEC;

● strategic actions by our competitors;

● changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

● speculation in the press or investment community;

● the failure of research analysts to cover our common stock;

● sales of our common stock by us or other shareholders, or the perception that such sales may occur;

● changes in accounting principles, policies, guidance, interpretations or standards;

● additions or departures of key management personnel;

● actions by our shareholders;

● domestic and international economic, legal and regulatory factors unrelated to our performance; and

● the realization of any risks describes under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

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The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares of common stock at or above the price you paid for them. In addition to the risks described in this “Risk Factors” section, the market price for our common stock could fluctuate significantly for various reasons, including:

● our operating and financial performance and prospects;

● our ability to retain existing clients and obtain new clients;

● changes in demand for our products and services;

● our quarterly or annual revenue and earnings or those of other companies in our industry;

● changes in earnings estimates or recommendations by securities analysts, if any, or termination of coverage of our common stock by securities analysts;

● our failure to meet estimates or forecasts made by securities analysts, if any;

● conditions that impact demand for our products and services;

● future announcements concerning our business or our competitors’ businesses;

● the public’s reaction to our press releases, other public announcements and filings with the SEC;

● market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

● strategic actions by us or our competitors, such as acquisitions or restructurings;

● changes in government and environmental regulation;

● changes in accounting standards, policies, guidance, interpretations or principles;

● arrival and departure of key personnel;

● the number of shares to be publicly traded after this offering;

● sales of common stock by us, members of our management team or any other party;

● adverse resolution of new or pending litigation against us; and

● changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with the Company and these fluctuations may adversely impact prevailing market prices for our common stock.

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Our stock price may be volatile, and you may lose some or all of your investment.

The initial public offering price for the shares of our common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock following this offering. The market price of our common stock may be highly volatile and may fluctuate substantially because of a variety of factors, some of which are related in complex ways, including:

● actual or anticipated fluctuations in our financial condition and operating results;

● variance in our financial performance from expectations of securities analysts or investors;

● changes in the prices of our services;

● changes in laws or regulations applicable to our services;

● trading volume of our common stock;

● changes in the anticipated future size and growth rate of our market; and

● general economic, regulatory and market conditions.

We will have considerable discretion in how we use the proceeds of this offering, and we may invest or spend the proceeds of this offering in ways in which you may not agree or in ways which may not yield a return.

We intend to use the net proceeds to finance the expansion of our business and for working capital purposes, which may include the acquisition of complementary businesses focused on analytics/consulting , online (digital) data collection , telephonic data collection, and the acquisition and/or start-up of an additional 200 CATI stations (125 CATI stations dedicated to Hispanic demographics and 75 dedicated to Asian demographics). In addition, we plan to allocate funds to upgrade our systems to obtain a FISMA “moderate” rating. We do not have any agreements in place with any acquisition candidates as of the date of this prospectus.

Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively. The net proceeds may be invested with a view towards long-term benefits for our stockholders and this may not increase our operating results or market value. The failure by our management to apply these funds effectively may adversely affect the return on your investment.

We have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

Although our subsidiary, Precision Opinion has declared dividends in the past, we have no plans to pay regular dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants of our debt agreements, will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Dividend Policy.”

Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.

Upon consummation of this offering,            shares will be outstanding. This number includes shares that we are selling in this offering, which will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to the terms of the lock-up agreements. The remaining           shares of our common stock outstanding, including the shares of common stock owned by our directors, executive officers and any other existing stockholder, will be subject to holding requirements under the federal securities laws described in “Shares Eligible for Future Sale” and subject to the lock-up agreements between such current stockholders and the underwriters. Pursuant to the lock-up agreements, we, each of our executive officers and directors and our existing stockholders have agreed, subject to certain exceptions, with the underwriters not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the prior written consent of the underwriter during the period from the date of this prospectus continuing through the date that is twelve (12) months after the date of this prospectus in the case of our directors and officers and six (6) months in the case of any other existing stockholder. See “Underwriting” on page 88 . Following the expiration of the applicable lock-up period, all of these shares of our common stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations and applicable holding period requirements. See “Shares Eligible for Future Sale” on page 83 for a discussion of the shares of our common stock that may be sold into the public market in the future.

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You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase.

Prior investors have paid substantially less per share than the price per share in this offering. The initial offering price is substantially higher than the net tangible book value per share of the outstanding common stock immediately after this offering. Accordingly, based on our net tangible book value as of March 31, 2018 , assuming an initial public offering price of $          per share (the midpoint of the price range set forth on the cover page of this prospectus), we expect that purchasers of common stock in this offering will experience immediate and substantial dilution of approximately $        per share. See “Dilution.”

The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of Nasdaq, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our B oard of D irectors and management and will significantly increase our costs and expenses. We will need to:

● institute a more comprehensive compliance function;

● comply with rules promulgated by Nasdaq;

● continue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

● design and implement additional internal controls over financial reporting;

● establish new internal policies, such as those relating to insider trading; and

● involve and retain to a greater degree outside counsel and accountants in the above activities.

Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ending December 31, 2018, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending December 31, 2022. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied that the internal controls over financial reporting was maintained in all material respects. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, the JOBS Act was signed into law. We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.00 billion of non-convertible debt over a three-year period.

We have elected to take advantage of the reduced disclosure requirements set forth above and may elect to take advantage of these exemptions for so long as we remain an emerging growth company. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

24

In making your investment decision, you should understand that we and the underwriters have not authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverage regarding our company, including coverage that is not directly attributable to statements made by our officers, directors or employees, that incorrectly reports on statements made by such persons, or that is misleading as a result of omitting information provided by such persons. We and the underwriters have not authorized any other party to provide you with information concerning us or this offering other than as set forth in this prospectus, and you should not rely on this information in making an investment decision.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of The NASDAQ Stock Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the Securities and Exchange Commission, or SEC, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and results of operations could be harmed, and we could fail to meet our financial reporting obligations, which could adversely impact our business, financial condition or results of operations.

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The NASDAQ Stock Market. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and could cause a decline in the price of our common stock.

25

We will incur increased costs as a result of operating a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our B oard of D irectors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

If securities analysts do not publish research or reports about our company, or if they publish unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about our company or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Our bylaws designate the District Courts of Nevada as the exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and therefore limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees or agents.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, a state or federal court located within the State of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owned by any director, officer or other employee of the Company or the Company’s stockholders, (iii) any actions asserting a claim arising pursuant to any provision of the Nevada Revised Statutes, our articles of incorporation or our bylaws, in each case as amended, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such court having personal jurisdiction over the indispensable parties named as defendants therein. Our bylaws further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing provision.

We believe the choice-of-forum provision in our bylaws will help provide for the orderly, efficient and cost-effective resolution of Nevada-law issues affecting us by designating courts located in the State of Nevada (our state of incorporation) as the exclusive forum for cases involving such issues. However, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. While there is no Nevada case law addressing the enforceability of this type of provision, Nevada courts have on prior occasion found persuasive authority in Delaware case law in the absence of Nevada statutory or case law specifically addressing an issue of corporate law. The Court of Chancery of the State of Delaware ruled in June 2013 that choice-of-forum provisions of a type similar to those included in our bylaws are not facially invalid under corporate law and constitute valid and enforceable contractual forum selection clauses. However, if a court were to find the choice-of-forum provision in our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

26

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing, revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement.

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

● our ability to offer and sell the shares of common stock offered hereby;

● the integration of potential and future acquisitions, including our planned acquisition of MAi Research;

● our ability to successfully complete the acquisition of MAi Research and our company’s expectations regarding market growth;

● changes in existing and potential relationships with clients partners;

● the ability to retain certain members of management;

● our expectations regarding general and administrative expenses;

● our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

● other factors detailed from time to time in filings with the SEC.

All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise after the date of this prospectus, except where applicable law requires us to update these statements. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

27

USE OF PROCEEDS

We expect the net proceeds from this offering to be approximately $         million, assuming an initial public offering price of $           per share (the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses of approximately $         million, in the aggregate.

We intend to use the net proceeds to finance the expansion of our business and for working capital purposes, which may include the acquisition of complementary businesses focused on analytics/consulting , online (digital) data collection, telephonic data collection, and the acquisition and/or start-up of an additional 200 CATI stations (125 CATI stations dedicated to Hispanic demographics and 75 dedicated to Asian demographics). In addition, we plan to allocate funds to upgrade systems to obtain a FISMA “moderate” rating certification, which we estimate to be a total of $400,000.

We intend to use a maximum of $1.5 million of the net proceeds towards the purchase price of the MAi Research acquisition, which we estimate to be $3,583,715 . See “Our Growth Strategy – MAi Research Acquisition” on page 63 . Further, we intend to allocate a portion of the net proceeds to hire additional key personnel in the areas of accounting and finance to our management team to help ensure our compliance with all SEC rules and regulations, and the remaining proceeds, if any, will be used as working capital.

A $1.00 increase or decrease in the assumed initial public offering price of $           per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses, received by us to increase or decrease, respectively, by approximately $          million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus remains the same. If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares, we would use the additional net proceeds for general corporate purposes. If the proceeds decrease due to a lower initial public offering price or a decrease in the number of shares issued, then we would reduce by a corresponding amount the net proceeds directed to capital expenditures.

We will pay all of our own expenses and certain expenses of the underwriters related to this offering. See “Underwriting” on page 88 .

28

DIVIDEND POLICY

We, through our subsidiary, Precision Opinion, have declared and paid cash dividends on our common stock as set forth below:

Year	Dividend Amount
2016	$	200,000
2017	$	-

Following completion of this offering, we do not intend to declare or pay any cash dividend on our common stock. We intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our Board of Directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors considers significant.

29

CAPITALIZATION

The following table sets forth our cash and cash equivalents as of March 31, 2018:

● on an actual basis;

● On a pro forma basis considering the revocation of our S-corporation status; and

● on an adjusted basis after giving effect to the sale of shares of our common stock in this offering at an assumed initial offering price of $            per share (which is the midpoint of the range set forth on the cover of this prospectus).

You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes appearing elsewhere in this prospectus

	As of March 31, 2018
	Actual		Pro Forma (1)		Pro Forma As Adjusted (2)
Cash	$	39,124	$	39,124
Debt		3,941,492		3,941,492
Member’s/Stockholders’ equity:
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, none outstanding
Common stock, par value $0.001 per share, 74,000,000 shares authorized, 65,414 shares outstanding		65		65
Additional paid-in capital		646,633		1,490,573
Retained Earnings		843,940		-
Total stockholder’s equity		1,490,638		1,490,638
Total capitalization	$	5,432,131	$	5,432,131

The information presented above is based on the number of shares of our common stock outstanding as of March 31, 2018.

⁽¹⁾ The pro forma information presented is reflective of SAB Topic 4.B, S Corporations, considering our S-Corporation revocation became effective January 1 , 2018. As a result, undistributed earnings (retained earnings) are included in the financial statements as additional paid-in capital.

⁽²⁾ The pro forma as adjusted information presented is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $           per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $          million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $           million, assuming that the assumed initial public offering price, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization would increase by approximately $        million, after deducting the estimated underwriting discounts and commissions, and we would have           shares of our common stock and             shares of our preferred stock issued and outstanding, pro forma as adjusted.

30

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock as of March 31, 2018 was           , or $           per share. Net tangible book value per share represents our total tangible assets (which excludes deferred offering costs) less our total liabilities, divided by the number of shares of outstanding common stock.

After giving effect to the receipt of the net proceeds from our sale of          shares of common stock in this offering at an assumed initial public offering price of $          per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of           would have been $          , or $           per share. This represents an immediate increase in net tangible book value of $           per share to existing stockholders and an immediate dilution of $          per share to new investors purchasing common stock in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share

Net tangible book value per share as of [●]

Increase per share attributable to investors in this offering

Net tangible book value per share, as adjusted to give effect to this offering

Dilution in net tangible book value per share to new investors in this offering

A $1.00 increase (decrease) in the assumed initial public offering price of $           per share would increase (decrease) the net tangible book value, as adjusted to give effect to this offering, by $           per share and the dilution to new investors by $          per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated expenses payable by us. Similarly, each increase of one million shares in the number of shares of common stock offered by us would increase the net tangible book value, as adjusted to give effect to this offering, by per share and reduce the dilution to new investors by $            per share, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. Similarly, each decrease of one million shares in the number of shares of common stock offered by us would decrease the net tangible book value, as adjusted to give effect to this offering, by $          per share and increase the dilution to new investors by $          per share, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us. If the underwriters exercise their over-allotment option in full, the net tangible book value per share of our common stock, as adjusted to give effect to this offering, would be $           per share, and the dilution in net tangible book value per share to investors in this offering would be $          per share of common stock.

The table below summarizes as of          , on an as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders and (ii) to be paid by new investors purchasing our common stock in this offering at an assumed initial public offering price of $         per share, before deducting underwriting discounts and commissions and estimated offering expenses.

	Shares Purchased		Total Consideration
	Number	Percent	Amount (in thousands)	Percent	Average Price Per Share
Existing stockholders
New investors
Total

To the extent that any outstanding options are exercised, new options are issued under our stock-based compensation plans or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. If all outstanding options and warrants as of         were exercised, then our existing stockholders, including the holders of these options, would own           % and our new investors would own          % of the total number of shares of our common stock outstanding upon the completion of this offering. In such event, the total consideration paid by our existing stockholders, including the holders of these options, would be approximately $           , or          %, the total consideration paid by our new investors would be $            million, or             %, of the total consideration for our common stock outstanding upon the completion of this offering, and, the average price per share paid by our existing stockholders would be $         and the average price per share paid by our new investors would be $            ..

31

DETERMINATION OF OFFERING PRICE

Since our shares of common stock are not listed or quoted on any exchange or quotation system, the offering price of the shares was arbitrarily determined. The initial public offering price was determined through negotiations between us and the representative of the underwriters. In addition to prevailing market conditions, the factors considered in determining the initial public offering price included the following:

● the information included in this prospectus and otherwise available to the representative;

● the valuation multiples of publicly traded companies that the representative believes to be comparable to us;

● our financial information;

● our prospects and our history, and the prospects of the industry in which we compete;

● an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues; and

● the above factors in relation to market values and various evolution measures of other companies engaged in activities similar to ours.

An active trading market for our common shares may not develop. It is also possible that, after the offering, the shares will not trade in the public market at or above the initial public offering price. The initial public offering price does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we intend to apply to have our common stock listed on the Nasdaq Capital Market.

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions and many of these factors are not within our control.

32

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

We prepared the following unaudited pro forma consolidated financial statements to give effect to the following proposed transactions:

(i)	issuance and sale of shares of our common stock in this initial public offering at an assumed offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus;
(ii)	(iii)  application of the net proceeds (after deducting underwriting discounts and estimated offering expenses payable by us) from our initial public offering of approximately $      million to acquire MAi Research; and
(iii)	the election to become a tax paying consolidated group.

The unaudited pro forma consolidated balance sheet as of March 31, 2018 gives effect to the above transactions as if they had been prior to March 31, 2018. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2017 and the three months ended March 31, 2018, each give effect to the above transactions as if they occurred on January 1, 2017 (the first day of fiscal year 2017). We derived these unaudited pro forma consolidated financial statements from our audited and unaudited consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. These pro forma financials should be read in conjunction with our audited and unaudited consolidated financial statements.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes and are based on available information and assumptions we believe are reasonable. The unaudited pro forma consolidated financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not necessarily indicative of the consolidated financial position or results of operations that would have occurred had the above transactions had been completed on the dates indicated. They are also not necessarily indicative of our future consolidated financial position or results of operations. The unaudited pro forma consolidated financial statements adjust our historical consolidated financial statements to give effect to pro forma events that would be directly attributable to the above transactions and factually supportable and, with respect to the statements of operations, expected to have a continuing impact on our consolidated results.

33

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2018

	MR2 Group, Inc.		Marketing Analysts, LLC			Pro Forma Adjustments			Note	Pro Forma
ASSETS
Current assets
Cash	$	39,124	$	588,519		$	(588,519	)	A, B, C	$	39,124
Accounts receivable		1,210,108		368,150		$	(368,150	)	B	$	12,10,108
Unbilled receivables		309,952		-							309,952
Prepaid expenses		349,524		32,963							382,487
		1,908,708		989,631			(956,669	)			1,941,671
Property and equipment, net		999,807		13,176							1,012,983
Other
Customer relationships, net		3,696,000		-							2,696,000
Other intangibles, net		46,304		-							46,304
Deferred financing costs, line of credit		107,473		-							107,473
Deposits		35,914		-							35,914
	$	6,794,206	$	1,002,807							6,840,345
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	1,271,741	$	342,742		$	(342,742	)	B		1,271,741
Accounts payable		607,562		346,649			(346,649	)	B		607,562
Accrued expenses		346,621		215,430			(215,430	)	B		346,621
Customer deposits		407,893		188,599			(188,599	)	B		407,893
		2,633,817		1,093,420			(1,093,420	)	B		2,633,817
Long-term debt, net of current portion
Loans payable, stockholders		1,000,000		-							1,000,000
Other		1,669,751		-							1,669,751
		5,303,568		1,093,420							5,303,568
Stockholders’ equity
Members’ e quity (deficiency)				(90,613	)		90,613		B		-
Common stock, at $0.001 par value, voting shares, 75,000,000 shares authorized, 65,414 shares issued and outstanding		65							C		65
Additional paid-in capital		646,633							C		646,633
Retained earnings		843,940					46,139		A,B,C		890,079
		1,490,638									1,536,777
	$	6,794,206	$	1,093,420						$	6,840,345

34

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF LOSS

THREE MONTHS ENDED MARCH 31, 2018

	MR2 Group, Inc.			Marketing Analysts, LLC			Pro Forma
Revenues:
Outbound phone	$	2,528,580		$	-		$	2,528,580
Other		159,253			842,300			1,001,553
		2,687,833			842,300			3,530,133
Operating expenses:
Production costs		1,659,476			407,694			2,067,171
Selling, general, and administrative		934,043			704,483			1,638,526
Depreciation and amortization		178,197			1,067			179,264
		2,771,716			1,113,244			3,884,960
Operating loss		(83,883	)		(270,944	)		(354,827	)
Other income (expense):
Gain on bargain purchase		-			-			-
Acquisition transaction costs		-			-			-
Other income
Interest expense		(231,423	)		(5,344	)		(236,766	)
Net loss	$	(315,306	)	$	(276,287	)	$	(591,593	)

35

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2017

	MR2 Group, Inc.			Marketing Analysts, LLC			Pro Forma Adjustments			Note	Pro Forma
Revenues:
Outbound phone	$	14,877,954		$	-						$	14,877,954
Other		1,439,303			6,139,728							7,579,031
		16,317,25 7			6,139,728							22,456,985
Operating expenses:
Production costs		10,422,413			2,472,634			-				12,895,047
Selling, general, and administrative		4,788,147			3,017,362							7,805,509
Depreciation and amortization		746,059			3,618							749,678
		15,956,6 19			5,493,614							21,450,234
Operating income		360,638			646,113							1,006,751
Other income (expense):
Gain on bargain purchase		-										-
Acquisition transaction costs		-										-
Other income		467			12,327							12,794
Interest expense		(394,344	)		(22,816	)						(417,160	)
												-
Net i ncome (loss)	$	(33,239	)	$	635,624						$	602,385
Pro forma net income (loss) after taxes	$	(33,239	)	$	635,624			(204,811	)	D	$	397,574

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MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

AND MARKETING ANALYSTS, LLC

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Transactions

We intend to issue and sell           shares of our common stock in this offering at an assumed initial public offering price of $           per share, the midpoint of the price range set forth on the cover of this prospectus. Our net proceeds from this offering will be net of underwriting discounts and estimated offering expenses payable by us. Upon consummation of this offering, we intend to use the net proceeds from our initial public offering to pay approximately $            million in cash for the acquisition of MAi Research.

2. Pro Forma Adjustments

The following pro forma adjustments are included in our unaudited pro forma consolidated financial statements related to the transactions described above:

Unaudited Pro Forma Consolidated Balance Sheet Adjustments

(A) Cash and cash equivalents—An adjustment to reflect net proceeds from this offering of $       , less $          million paid for the acquisition of MAi Research.

(B) Items excluded from the MAi Research Acquisition—An adjustment to decrease the assets from the and liabilities of MAi Research, for items excluded from the acquisition transaction, and the resulting impact to equity.

(C) Common Stock and Additional Paid-in-Capital—An adjustment to give effect to the issuance of shares issued in this offering, and the resulting impact to cash.

Unaudited Pro Forma Consolidated Statement of Operations Adjustments

Three Months ended March 31, 2018 and Year Ended December 31, 2017

(D) Provision for income taxes—An adjustment to recorded estimated income tax expense using a blended federal statutory tax rate of 34%. Note that this rate changed to 21% for years after 2017.

3. Anticipated Synergies

Although not shown in the unaudited pro forma consolidated statement of operations presented above, management believes that due to the nature of the related operations of MAi Research, we will be well positioned to provide up-stream services to MAi Research at preferable rates compared to current providers. Management anticipates that given the ability and capacity of our existing online data-collection function, that the majority of MAi Research production costs can be serviced by us . After all related intercompany transactions are eliminated in consolidation, such is anticipated to reduce production costs of MAi Research by approximately 30%.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

MR2 Group Overview

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion as a full-service information research consulting firm with expertise in data-collection, research and analytics. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that companies, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. We believe that our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

At MR2 Group, we transform data from being just information, to being practical, strategic and actionable and making it matter to those who benefit the most - our clients. We combine science and creativity to afford our clients greater visibility and insight into market trends.

We offer our clients multiple approaches to data-collection ranging from telephone calls, focus groups, online surveying, Multi-Mode and a combination of these approaches. Through our analytical group, we provide our clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

Our telephone data-collection call center offerings are not pre-set; we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC, which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have increased the profit margins on the acquired SHC operations.

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Recent Developments

The Reorganization

Through our Reorganization, we will acquire all of the capital stock of Precision Opinion, Inc. and we created two new wholly-owned subsidiaries: Turning Point and MR2 Life. The Reorganization will occur prior to the effective date of this offering. The Reorganization will provide MR2 Group with the necessary structure to grow our business as follows:

● Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

● MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use up to $1.5 million of the net proceeds of this offering to fund out MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. We anticipate the future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

● Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated a full-service information research consulting firm with expertise in data-collection (telephone, focus groups, online) research, consulting and analytics.

Management believes that with the net proceeds from this offering, the Company will have sufficient working capital to support the expansion of its business operations, increase its level of security for additional government contracts, implement an aggressive acquisition strategy in each of its three (3) subsidiaries, increase its management depth and provide for additional working capital. In this regard, management intends to add certain key accounting and finance personnel to its management teams to support its growth and to ensure compliance with all relevant accounting, reporting and SEC requirements. These positions may include a f inancial p lanning & a nalysis m anager, a f inancial r eporting m anager, an i nvestor r elations m anager, and an i nternal a udit m anager, along with additional support staff, as may be necessary. No assurance can be given that the Company will be successful in its expansion plan.

NORC Subcontract Renewal

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision Opinion ’s contract with NORC, which runs through February 23, 2019 , provides for annual renewals during the 5-year renewal period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

MAi Research Acquisition

On June 2, 2018, we entered into an asset purchase agreement to purchase substantially all of its assets, except cash on hand, accounts receivable, and assume certain known liabilities. The total purchase price of the acquisition will be equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of this offering. Based on MAi Research’s audited financial statements for the year ended December 31, 2017, the purchase price will be $3.58 million, of which 50% will be due at closing. At closing, we intend to use up to $1.5 million of the net proceeds from this offering toward the balance of the purchase price due at closing and approximately $500,000 will be paid in shares of our common stock issued at closing and valued at the offering price. The remaining balance of the purchase price is payable over two (2) years. As such, the acquisition of MAi Research is conditioned upon the successful completion of this offering. See “Our Growth Strategy – MAi Research Acquisition” on page 63 .

Significant Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements (See Note 2 to the Consolidated Financial Statements for the years ended December 31, 2017 and 2016), as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

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Property and Equipment.

Property and equipment is carried at cost. Depreciation of equipment, furniture and fixtures, and leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset, typically 5 to 7 years, or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Intangible Assets.

Intangible assets consist of acquired customer relationships and computer software. Customer relationships is a finite-lived asset acquired in a business combination transaction. Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031) based primarily on our retention rate experience.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Impairment of Long Lived Assets.

The Company evaluates the carrying value of its long-lived assets (including property and equipment and intangible assets) for possible impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Generally, the Company recognizes an impairment loss for long-lived assets other than goodwill when the sum of undiscounted expected cash flows from use of the asset is less than its carrying amount. In the Company’s industry, while information about specific transactions appears limited, there are published information about certain metric such as pricing based on multiples of the revenues and operating income. Accordingly, when undiscounted cash flows are less than the carrying value of the related asset, estimated fair values may be calculated using a discounted cash flow approach to value and / or multiples of revenues and / or operating income. If the estimated fair value for a long-lived asset including goodwill is less than the carrying value, an impairment charge for the difference is recorded. No significant impairments were recorded during the periods presented.

Fair Value Measures.

In connection with the SHC acquisition in 2016, the Company recognized the acquired assets at fair value using primarily discounted cash flow methodologies and other metrics management believes market participants use, including capitalization and discount rates, and revenue and earnings multipliers. Additionally, the Company is required to pay the sellers contingent consideration based on 7.5% of future revenues from customer relationships acquired through August 2021. Initially the contingent consideration was valued using discount rates implicit in the transaction. The basis for changes to the estimated fair value of the contingent consideration include revised estimates of future revenues from the identified customers and then appropriate discount rates. See Note 7 to the Consolidated Financial Statements for a discussion of the acquisition.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative current market conditions.

40

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

Revenue Recognition

The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. In other words, revenue is recognized as services are provided and complete in accordance with the terms of the contract and collection is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions.

Income Taxes

Precision Opinion has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we have begun recognizing deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective.

GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. In January 2018, we adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

41

Results of Operations

During fiscal year 2017, we began implementing our expansion plan by optimizing our management team and re-focusing our business plan. We intend to use a portion of the net proceeds of this offering towards hiring additional, qualified individuals to our management team.

For the three months ended March 31, 2018 and 2017 

The following table summarizes the results of our operations during the three months ended March 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three months ended March 31, 2018 to the 3-month period ended March 31, 2017:

	For the three months ended
	March 31,									Percentage
	(unaudited)						Increase			Increase
	2018			2017			(Decrease)			(Decrease)
Revenues:
Outbound phone	$	2,528,580		$	3,275,739		$	(747,159	)		(22.81	)%
Other		159,253			171,171			(11,918	)		(6.96	)%
		2,687,833			3,446,910			(759,078	)		(22.02	)%
Operating expenses:
Production costs	$	1,659,476		$	2,260,125		$	(600,648	)		(26.58	)%
Selling, general, and administrative		934,043			1,160,194			(226,151	)		(19.49	)%
Depreciation and amortization		178,197			137,135			41,063			29.94	%
	$	2,771,716		$	3,557,454		$	(785,738	)		(22.09	)%
Operating loss		(83,883	)		(110,544	)		26,660			(24.12	)%
Other income (expense):	$	(231,423	)	$	(43,800	)	$	(187,622	)		428.35	%
Net loss	$	(315,306	)	$	(154,344	)	$	(160,961	)		104.29	%
Basic and Diluted loss per share	$	(4.82	)	$	(2.36	)	$	(2.46	)		104.29	%

Total Revenue

Our revenue for the three months ended March 31, 2018 decreased. This decrease was due to management’s decision to focus efforts on higher margin services and not renew certain contracts for services that yielded lower margins, offset by the increases discussed below.

Precision Opinion Telephone Data-Collection Revenue

Revenue attributed to Precision Opinion telephone data-collections decreased due to lost revenue ($1.5 million) from the decision to exit low margin work in the third quarter of 2017. This revenue decline was offset by increases in data-collection revenue of $0.8 million attributable to new business with higher margins due to aforementioned repricing efforts. Such revenue was for data-collection work associated with the 2018 elections and ballot initiatives of $0.3 million and government/medical studies of $0.4 million.

Online and Analytics Revenue

Revenue attributed to online and analytics operations remained relatively consistent despite management’s decision during the third quarter of 2017 to reprice one of our existing client online work at acceptable margins and their decision not to renew our contract as of December 31, 2017 as a result of the repricing. This loss of revenue was offset with the engagement of a major sports apparel company that was originally signed during the first quarter of 2017. For the quarter ending March 31, 2018, this sports apparel company generated online revenue of approximately $151,000 compared to approximately $8,000 of such revenue in the first quarter of 2017.

Operating Expenses

The decrease in production costs was due to the repricing of client work in the third quarter of 2017 along with improved labor cost controls implemented in the fourth quarter of 2017. We expect to see production costs continue to decrease as a result of improved management oversight of our phone room operations and the re-pricing of certain client contracts to ensure minimum revenue per hour targets are achieved.

Selling, general and administrative expenses decreased due to management’s plans to optimize and streamline the management team .

For the years ended December 31, 2017 and 2016

The following table summarizes the results of our operations during the years ended December 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period December 31, 2017 to the prior 12-month period:

	For the years ended December 31,					Increase			Percentage Increase
	2017			2016		(Decrease)			(Decrease)
Revenues:
Outbound phone	$	14,877,954		$	15,423,110	$	(545,156	)		(3.53	)%
Other		1,439,303			1,727,508		(288,205	)		(16.68	)%
		16,317,257			17,150,618		(833,361	)		(4.86	)%
Operating expenses:
Production costs		10,422,413			9,922,050		500,363			5.04	%
Selling, general, and administrative		4,788,147			6,449,761		(1,661,616	)		(25.76	)%
Depreciation and amortization		746,059			523,127		222,932			42.62	%
		15,956,6 19			16,894,938		(938,319	)		(5.55	)%
Operating income	$	360,638		$	255,680	$	104,958			41.05	%
Other income (expense):		(393,877	)		734,043		(1,127,920	)		(153.66	)%
Net income (loss )	$	(33,239	)	$	989,723	$	(1,022,962	)		(103.36	)%
Basic and Diluted income (loss) per share	$	(0.51	)	$	15.13	$	(15.64	)		(103.36	)%

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Total Revenue

Our revenue for the fiscal year ended December 31, 2017 decreased as compared to the fiscal year ended December 31, 2016. This decrease was due in part to management’s decision to focus efforts on higher margin data-collection services, both telephonic and online, and not renew certain contracts for services that yielded lower margins. In July 2017, management determined that revenue per hour generated from contracts with 17 telephone data-collection clients, representing 39.8% of revenue during 2017 for our research associates was below acceptable margins. Of those clients, we were able to reprice billing terms for 11 clients, which represented approximately 30.4% of the total revenue. The remaining 6 clients either were under contracts that expired, or those clients did not request new work at the new pricing.

With regards to the decline in Online/Panel revenue, we have determined that the underlying contract with our largest customer was not generating satisfactory margins and sought new pricing for these services. This client was not amenable to the new pricing and elected to move its work to another provider. Offsetting the loss of this client, we were able to secure a new client at higher margins.

Going forward into 2018, management anticipates that it will experience slightly lower revenue during the second quarter as it seeks to secure new business to replace the lost lower margin business. This slight decline in projected revenue is expected to be offset by improved margins and overall profitability.

Precision Opinion Telephone Data-Collection Revenue

Our 2017 revenue decreased due to a number of factors. In fiscal 2017, Precision Opinion generated approximately $1.2 million in political polling revenue compared to approximately $4.1 million in 2016. The decline in political polling in 2017 of approximately $2.9 million is due to 2017 being a non-Presidential election year. Precision Opinion also experienced a decline in revenue with two clients in fiscal 2017 of approximately $1.8 million which was largely due to a temporary sampling methodology change in the third and fourth quarters of 2017 with one client ($1.2 million) and changes in project scheduling ($600,000) for another client. Offsetting the decline in revenue was an increase in new medical study projects totaling approximately $4.1 million that included medical study projects with three new clients totaling $860,117 in revenue in fiscal 2017.

Online/Panel and Analytics Revenue

During 2017, Precision Opinion had two online/panel clients. One of the clients was under a multi-year contract that was set to expire as of the end of 2017. This client represented approximately $1.2 million in revenue in 2017, down $440,000 from 2016. Revenue and margins for this client had been decreasing over the past 12 to 18 months as the client was no longer expanding its panel base and was reducing the volume of surveys that it was issuing to its panelists. As a result, Precision Opinion repriced its proposal to renew the contract in order to ensure that contract would remain profitable over the proposed new 3-year term. The client elected to not renew the contract with Precision Opinion as of December 31, 2017. Offsetting this client loss, Precision Opinion secured a new client in 2017 to provide weekly and monthly online tracking studies and accompanying analysis. This new client generated approximately $215,000 in revenue for 2017.

Operating Expenses

Our total operating costs decreased by $938,318 to $15,956,619 during the fiscal year ended December 31, 2017 as compared to the following pro forma decrease of $2,260,914 which assumes acquisition transaction costs are included in operating expenses for fiscal year 2016 (See Note 7 to the Consolidated Financial Statements):

	For the years ended
	December 31,
	(audited)							Percentage
	2017		2016		Increase			Increase
	Actuals		Pro Forma		(Decrease)			(Decrease)
Operating expenses:
Production costs	$	10,422,413	$	11,113,003	$	(690,589	)		(6.21	)%
Selling, general, and administrative		4,788,147		6,581,405		(1,793,258	)		(27.25	)%
Depreciation and amortization		746,059		523,127		222,933			42.62	%
	$	15,956,619	$	18,217,534	$	(2,260,914	)		(12.41	)%

Production Costs

Our major production costs include hourly payroll expenses associated with our research associates, telephone and internet expenses and utilities expenses. In August 2017, management determined that some of our client projects were generating too low of a gross margin and initiated a repricing effort and enhanced labor controls to increase margin. For the first seven (7) months of 2017, Precision Opinion’s outbound telephone direct labor costs accounted for approximately 51.5% of revenue. After repricing efforts and labor controls in August, direct labor costs decreased 6.1 points to 45.4%. Due to a decrease in the number of lower margin projects completed during the second half of 2017, our telephone data-collection operations experienced a decrease in labor costs during 2017. The decrease in operating expenses, related to management’s increased efforts to focus on higher margin projects noted above, resulted in increased operating income. For online/panel projects, the majority of our costs of sales is related to expanding the number of panelists for one of Precision Opinion’s online/panel clients panels including recruitment incentive expense, printing costs for recruiting mailers, postage and client service. The revenue from one of our largest clients associated with expanding the number of panelists in each panel carried a lower margin than collecting the data from online surveys.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased due to management’s plans to optimize and streamline the management team, resulting in approximately $1 million in savings during fiscal year 2017 as compared to the prior year. The remaining portion of the decrease in selling, general and administrative expenses is primarily attributable to a decrease in bad debt expense, printing and reproduction costs, office supplies and advertising expenses.

Other Income (Expense)

As outlined in the statement of income and retained earnings, the difference between Other Income in 2017 and 2016 is primarily attributable to: (1) the gain on bargain purchase and related acquisition transaction costs presented in 2016 representing $2.1 million and $1.3 million, respectively yielding a net Other Income of $0.8 million, as noted in Note 7, and no similar transactions in 2017; (2) approximately $320 ,000 higher interest expense in 2017 versus 2016, due to higher loan balances and higher interest rates, as noted in Note 8.

Liquidity and Capital Resources

We are a holding company that has no substantive operations of our own. Our liquidity is entirely dependent upon transfers of funds from our wholly-owned subsidiary Precision Opinion. There are no restrictions on the ability of Precision Opinion to transfer funds to us.

As of March 31, 2018, we had cash and cash equivalents totaling $39,124 offset by aggregated current liabilities in the amount of $ 2,663,817.

We have a revolving line of credit agreement with a bank that provides up to $3,000,000 based on a percentage of account receivables that has been billed but not collected. In addition, we have mezzanine debt in place of $1,250,000, which matures more than twelve months after March 2018. 

Line of Credit. Precision Opinion entered into a two-year $3.0 million revolving line of credit with Heritage Bank of Commence (“HBC”) on September 13, 2017. The prime plus 4.0% line expires on September 13, 2019 and is secured by Precision Opinion’s cash , accounts receivable and intellectual property. Accordingly, Precision Opinion also moved its bank accounts to HBC. The HBC line of credit replaced a $2.0 million line of credit with Wells Fargo Business Credit that expired on October 20, 2017. The HBC line of credit provides for borrowings of up to 85% of our account receivable plus 70% of unbilled revenue. As of December 31, 2017, outstanding borrowings under the line of credit totaled approximately $2.5 million leaving approximately $0.5 million in borrowing availability.

On March 22, 2018, Precision Opinion and HBC entered into a modification agreement of the original terms of the line of credit to provide for relief as a result of non-compliance of its monthly asset coverage ratio as of December 31, 2017 and January 31, 2018 and its minimum EBITDA covenant as of December 31, 2017. Pursuant to the terms of the loan amendment, the interest rate increased from prime plus 2.5% to prime plus 4.0%. Further in consideration of the modification agreement, Mr. James T. Medick executed a personal guaranty covering the line of credit and Precision Opinion paid a $15,000 waiver and amendment fee. Since March 22, 2018, Precision Opinion has remained in compliance with terms of the line of credit.

Term Loan. On September 19, 2017, Precision Opinion entered into a $1,250,000 term loan with Super G Capital, LLC (“Super G”). The term loan has a term of 18 months with interest payable monthly at a monthly rate of 3.59%. The term loan is secured by all of Precision Opinion’s assets, other than cash and accounts receivable. The proceeds from the term loan were used to fund a settlement agreement between SHC and Precision Opinion (Note 10 to the Consolidated Financial Statements) and provide working capital. The outstanding balance of the term loan as of December 31, 2017 was approximately $1.23 million.

On January 25, 2018, Precision Opinion obtained an additional working capital advance under the term loan of $175,000. As part of the loan modification with HBC in March 2018, Super G agreed to extend the term of the term loan to July 2019.

Other liquidity matters. During the first quarter of 2018, the Company experienced unexpected cash flow challenges partially due to costs incurred in connection with its planned offering, lower revenues as a result of project timing, and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Management believes that the proceeds from this initial public offering, together with cash flow from operations and additional borrowings under its current loan facility, will be adequate to fund operations and our internal and external expansion plans for at least for the next twelve months.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods addressed in this prospectus:

	For the years ended December 31,						For the three months ended March 31, (unaudited)
	2017			2016			2018			2017
Net cash provided by (used in):
Operating activities	$	(1,202,169	)	$	713,980		$	1,068,146		$	272,293
Investing activities		(153,202	)		(1,973,964	)		(11,272	)		(20,249	)
Financing activities		1,854,501			1,106,835			(1,519,032	)		(241,374	)
Net increase (decrease) in cash		499,130			(153,149	)		(462,159	)		10,669

Net Cash used in Operating Activities

Net cash used in operating activities was approximately $1.2 million for the year ended December 31, 2017 as compared to approximately $0.7 million in cash provided for the year ended December 31, 2016. The decrease of $1.9 million, or 263%, in net cash provided by operating activities primarily results from: (i) a $1.0 million decrease in net income as adjusted for non-cash items in 2017 as compared to 2016; (ii) a $0.2 million increase in depreciation and amortization; (iii) a $2.1 million decrease in a bargain purchase gain; (iv) a $1.0 million increase in accounts receivable; (v) a $0.1 million increased in unbilled receivables; (vi) a $0.2 million increase in prepaid expenses; (vii) a $2.5 million decrease in accounts payable; and (viii) a $1.4 million decrease in customer deposits.

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Net cash provided by operating activities was approximately $1.1 million for the three months ended March 31, 2018 as compared to approximately $0.3 million for the three months ended March 31, 2017.

Net Cash used in Investing Activities

Net cash used in investing activities for the fiscal year ended December 31, 2017 was $0.2 million, representing a decrease of $1.8 million compared to fiscal 2016 primarily because in 2016 $1.3 million was used to acquire SHC and $0.5 million was used to acquire property and equipment.

Net cash provided by investing activities was negligible for the quarters ended March 31, 2018 and March 31, 2017. Cash flows from investing activities in the first quarter of 2018 and 2017 were primarily attributable to purchases of plant, property and equipment. 

Net Cash used in Financing Activities

We generated approximately $1.9 million of cash from financing activities during fiscal year ended December 31, 2017, as compared to $1.1 million during the fiscal year ended December 31, 2016.

Net cash provided by financing activities was approximately $1.5 million for the three months ended March 31, 2018 as compared to approximately $0.2 million for the three months ended March 31, 2017. Cash flows from financing activities was primarily attributable to repayment of certain debt instruments and proceeds from new debt instruments in both the first quarter of 2018 and 2017, but for differing amounts in each period.

Off Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “variable interest entities.”

Contractual Obligations

The following table summarizes our contractual obligations for the year ended December 31, 2017:

	Payments due by period (1)
			Less than 1		1 to 3		3 to 5
Contractual Obligations	Total		Year		Years		Years
Long-Term Debt Obligations (2)	$	7,391,792	$	4,982,309	$	2,409,483	$	-
Capital (Finance) Lease Obligations		115,966		95,757		20,209		-
Operating Lease Obligations		138,543		60,477		78,066		5,024
Purchase Obligations		-		-		-		-
Other Long-Term Liabilities Reflected on our Balance Sheet		-		-		-		-

(1)	Includes interest payments.
(2)	Includes the Loans Payable to Stockholders, Line of Credit, Term Loan, Settlement Liability Payable and Contingent Consideration Payable. Assumes a prime rate of 4.75%.

Inflation

In general, we believe that inflation could have a negative impact on our operating expenses. We believe that inflation has not had a significant impact on our results of operations nor do we expect inflation to have a significant impact on our operations.

Adequacy of Facilities

Management is negotiating for additional office space located within the office complex of its current leased facilities of approximately 3,000 square feet for MR2 Group. The lease of this additional space will run concurrently with its current lease that expires December 31, 2019.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF MAi RESEARCH

The following discussion and analysis of the financial condition and results of operations of MAi Research should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview of MAi Research

Since 1982 MAi Research, has been delivering accurate, actionable research to some of the most successful companies in the world. MAi Research provides actionable information to its clients allowing them to promote their brands and better understand their customers by using proven research methodologies, innovative analytic techniques, and the insight of its experience.

MAi Research’s commitment to excellence has led it to develop new approaches to research methodologies, questionnaire design, analytical data techniques, and new research applications. MAi Research invests in its business so it can better serve its clients to ensure their success in brand marketing and communication and in developing new and existing products.

MAi Research clients rely on MAi Research’s experience to provide them with actionable information to support key business decisions such as:

● learning which opportunities are worth investing in;

● developing and identifying winning brand and marketing concepts;

● optimizing and evaluating products and product features/elements; and

● sharpening customer/shopper insights.

MAi Research provides true custom research for their clients. MAi Research develops custom market research solutions to address each client’s challenges, however complex or routine. MAi Research focuses on strengthening the connection between its client’s brands and their customers by helping craft more impactful messaging and create more fulfilling products. MAi Research’s techniques have been applied across categories and targets -- from product-oriented to service-oriented and from consumer-focused to business-focused. From start to finish, MAi Research engages with their clients to fully understand what their clients need to know – and then develop and propose a research solution that will provide the answers its clients need and when they need them. MAi assigns an executive to work with each client through every phase of a study, from questionnaire design through final presentation, providing its clients with a clear direction and a specific plan of action.

● For each project MAi Research strives to deliver:

Creativity:  Creative study designs suited exactly to each client’s research objectives;

Innovation: A variety of cutting edge research methodologies including proprietary tools;

Expertise:  Collaboration with its experienced market researchers;

Quality:   Focus on quality control;

Insight:   Insight in to its client’s customers that tells the story behind the data clearly, concisely, and insightfully; and

Passion:   MAi Research presents each projects results by engaging its clients in dynamic and productive discussion to determine how to implement the project findings.

MAi Research has conducted research with a wide variety of Fortune 500 clients across; consumer packaged goods, cosmetics, financial services, media, pharmaceuticals, retail and technology. Their clients are both domestic and international including: Mexico, Latin America, Brazil, Asia, Australia, Africa, Eastern and Western Europe.

MAi Research provides Brand Strategy services to its clients. Its focus under Brand Strategy is to build a connection between its clients and their customers that incorporates the rational, emotional, and personal closeness elements that drive customer predispositions. This requires getting the right messages to the right people at the right time and in the right sequence.

MAi Research’s Brand Strategy is broken into five modules:

● Listening to their client’s customer/consumer – using a fusion of open-ended and closed-ended questions to elicit their client’s customers unfiltered perceptions, revealing their category associations, expectations, and barriers.  In addition, MAi Research’s use of advanced text analytics allows them to group the words people use into themes using the context of their full answers and to connect this qualitative data to a quantitative drivers analysis.  The end result for a client is an Engagement Index that depicts purchasing decisions in the category, drivers of those purchase decisions, and how the verbatims link to those drivers.

● Engage – providing their clients with a comprehensive understanding of how customers/consumers make brand choices: how they think, how they feel, and how they form connections by utilizing Bayesian Modeling.  Bayesian Modeling allows MAi Research to develop in-depth drivers’ analyses and drivers-of-drivers analyses, which help discover connections between rational, emotional and personal connection benefits.  This allows MAi Research to provide their clients with actionable information which determines consumers’ drivers of choice and their needs and wants that motive consumer’s preferred action.

● Optimize – using modeling technologies MAi Research is able to tune a message to its client’s audience by connecting the message’s overall performance to its brand identity and individual messaging components by utilizing a combination analytical approaches, including predictive modeling, advanced text analytics, and choice-based modeling.  MAi Research then custom-builds desktop simulators so its clients can experiment with different messaging combinations and immediately see the potential opportunity.

● Connect – MAi Research refines targeting metrics to continuously deliver the best message to each individual in the audience.  This micro-targeting approach increases efficiency for each client and the impact of its messaging.

● Perfect - over time, there is a need to refine messaging based on actual results in the real world. This refinement encompasses not only the messaging content, but also the strategy itself, based on competitive actions.  By applying a forward-looking tracking process, MAi Research can identify for its clients upcoming trends, learn their impact on purchasing decisions and usage occasions, and anticipate your brand’s opportunities and vulnerabilities.  This transforms tracking from a rearview-mirror methodology to an active and dynamic refinement process, keeping your message and brand identity on track.

Major clients of MAi Research services include; Pepsi, Budweiser, Kellogg, Kraft Heinz, Oscar Mayer, Clorox, Colgate, Revlon, Loreal, Crayola, Foster Farms, MasterLock and Bayer.

Significant Accounting Policies and Estimates – MAi Research

Our management’s discussion and analysis of MAi Research’s financial condition and results of operations is based on MAi Research’s audited financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements (See Note 2 to the Consolidated Financial Statements for the years ended December 31, 2017 and 2016), as well as the reported revenue generated and expenses incurred during the reporting periods. E stimates are based on MAi Research’s historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. Management believe s that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

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Property and Equipment.

Property and equipment is carried at cost. Depreciation of equipment, furniture and fixtures, and leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset, typically 5 to 7 years, or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Fair Value Measures.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative current market conditions.

Revenue Recognition.

MAi Research generates revenues from delivering market research analysis, as specified by each customer and execute s contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured

Income Taxes.

As MAi Research is structured as an LLC, its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Therefore, no provision is made for federal or state income taxes as the members are liable for such taxes.

MAi Research annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions MAi Research takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by MAi Research in its tax returns.

Recently Issued Accounting Pronouncements Not Yet Effective – MAi Research

GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. MAi Research considers the applicability and impact of all ASUs. While management continues to assess the possible impact on MAi Research ’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on MAi Research ’s financial statements and disclosures and is currently evaluating the potential impact:

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In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. In January 2018, Mai Research adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

Results of Operations – MAi Research

For the three months ended March 31, 2018 and 2017

The following table summarizes the results of MAi Research’s operations during the three months ended March 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three months ended March 31, 2018 to the three -month period ended March 31, 2017:

	For the three months ended March 31, (unaudited)					Increase			Percentage Increase
	2018			2017		(Decrease)			(Decrease)
Revenues		842,300			1,995,303		( 1,153,003	)		( 57.79	) %
Operating expenses:
Production Costs	$	407,694		$	838,612	$	(430,918	)		( 51.38	) %
Selling, general, and administrative		704,483			721,586		(17,103	)		( 2.37	) %
Depreciation and amortization		1,067			829		238			28.68	%
	$	1,113,244		$	1,561,027	$	(447,783	)		( 28.69	) %
Operating income (loss)		(270,944	)		434,276		(705,219	)		( 162.39	) %
Other income (expense):	$	(5,344	)	$	3,796	$	(9,140	)		( 240.75	) %
Net income (loss)	$	(276,287	)	$	438,072	$	(714,360	)		( 163.07	) %

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Total Revenue

Revenue decreased for the three months ended March 31, 2018; however this decrease is not reflective of a loss in the customer base of MAi Research , but rather the timing of revenue projects. M anagement anticipates revenue will increase due to the timing of such projects during the remaining months of 2018.

Operating Expenses

MAi Research’s production costs decreased in relation to the reduction in revenue. MAi Research’s production costs are primarily comprised of purchases of population samples, questionnaire programming and hosting, and commissions paid to employees and independent contractors responsible for the specific client project.

Selling, general and administrative expenses stayed relatively consistent.

For the years ended December 31, 2017 and 2016

The following table summarizes the results of MAi Research’s operations during the years ended December 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:

	For the years ended December 31, (audited)						Increase		Percentage Increase
	2017			2016			(Decrease)		(Decrease)
Revenues		6,139,728			5,306,472			833,256		15.70	%
Operating expenses:
Production costs	$	2,472,634		$	1,905,703		$	566,931		29.75	%
Selling, general, and administrative		3,017,362			2,880,444			136,918		4.75	%
Depreciation and amortization		3,618			2,524			1,094		43.35	%
	$	5,493,614		$	4,788,670		$	704,944		14.72	%
Operating income		646,113			517,801			128,312		24.78	%
Other income (expense):	$	(10,489	)	$	(11,019	)	$	530		-4.81	%
Net income	$	635,624		$	506,782		$	128,842		25.42	%

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Total Revenue

Revenue increased due to the maintenance of MAi Research ’s existing business, as well as the attainment of new business.

Operating Expenses

Production costs increased due to an increase in revenue generated. MAi Research ’s production costs are primarily comprised of purchases of population samples, questionnaire programming and hosting, and commissions.

Selling, general and administrative expenses stayed relatively consistent.

Liquidity and Capital Resources – MAi Research

As of March 31, 2018, MAi Research had cash totaling $588,519, offset by aggregated current liabilities in the amount of $1,093,420.

MAi Research has a revolving line of credit agreement with a bank that provides up to $500,000 based on a percentage of account receivables.

MAi Research has historically financed its operations primarily through funds generated from operations. Analytics revenues are largely attributable to repeat customers and are typically 50% payable in advance of commencement of services performed.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods set forth below:

	For the years ended December 31,						For the three months ended March 31, (unaudited)
	2017			2016			2018			2017
Net cash provided by (used in):
Operating activities	$	713,939		$	238,919		$	15,470		$	193,425
Investing activities		(3,773	)		(4,515	)		(1,471	)		-
Financing activities		(535,888	)		(58,158	)		(150,740	)		(21,581	)
Net increase (decrease) in cash	$	174,278		$	176,246		$	(136,741	)	$	171,844

Net Cash used in Operating Activities

Net cash provided by operating activities was negligible for the quarter ended March 31, 2018 as compared to approximately $0.2 million for the three months ended March 31, 2017. The cash flows from operations in 2018 were primarily attributable to (i) a net loss of $0.3 million (ii) a $0.7 million decrease in accounts receivable, (iii) a $0.1 million decrease in other accrued liabilities, and (iv) a $0.3 million decrease in unearned revenue. The cash flows from operations in 2017 were primarily attributable to (i) a net income of $0.4 million (ii) a $0.2 million decrease in accounts receivable, (iii) a $0.1 million increase in prepaids and other assets, (iv) a $0.3 million decrease in accounts payable, (v) a $0.2 million decrease in other accrued liabilities, and (vi) a $0.4 million decrease in unearned revenue.

Net cash provided by operating activities was approximately $0.7 million for the year ended December 31, 2017 as compared to approximately $0.2 million for the year ended December 31, 2016. The cash flows from operations in 2017 were primarily attributable to (i) a net income of $0.6 million (ii) a $0.3 million decrease in accounts receivable, and (iii) a $0.2 million decrease in accounts payable. The cash flows from operations in 2016 were primarily attributable to (i) a net income of $0.5 million (ii) a $0.6 million increase in accounts receivable, (iii) a $0.1 million increase in accounts payable, and (iv) a $0.1 million increase in unearned revenue.

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Net Cash used in Investing Activities

Net cash used in investing activities for the fiscal three months ended March 31, 2018 was consistent with the comparable period in the prior year. Such investing activities represented the minimal purchase of property and equipment.

Net cash used in investing activities for the fiscal year ended December 31, 2017 was consistent with the prior year. Such investing activities represented the purchase of property and equipment.

Net Cash used in Financing Activities

MAi Research used approximately $0.2 million of cash from financing activities during the three months ended March 31, 2018, as compared to less than $0.1 million during the three months ended March 31, 2017. This increase was attributable to the amount of dividends paid to members in each year.

MAi Research used approximately $0.5 million of cash from financing activities during fiscal year ended December 31, 2017, as compared to $0.1 million during the fiscal year ended December 31, 2016. This increase was attributable to the amount of dividends paid to members in each year.

Off - Balance Sheet Arrangements – MAi Research

MAi Research does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “variable interest entities.”

Contractual Obligations – MAi Research

The following table summarizes MAi Research’s contractual obligations for the year ended December 31, 2017:

	Payments due by period
			Less than 1		1 to 3		3 to 5
Contractual Obligations	Total		Year		Years		Years
Short-Term Debt Obligations	$	342,742	$	342,742	$	-	$	-
Operating Lease Obligations		125,020		44,915		80,104		-

Inflation – MAi Research

In general, management believes that inflation could have a negative impact on MAi Research’s operating expenses. Management believes that inflation has not had a significant impact on MAi Research’s results of operations nor does it expect inflation to have a significant impact on its operations.

Adequacy of Facilities – MAi Research

Management believes that the current office facilities of approximately 2,000 square feet are adequate for MAi Research .

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MR2 GROUP BUSINESS

We are an intelligence empowered holding company that operates through our subsidiary, Precision Opinion, a full-service information research consulting firm with expertise in data-collection, research and analytics that commenced operations in 1996. We are an experienced analytical team operating one of the largest telephonic data-collection centers in the United States and offering a state-of-the-art and customizable online research tool capable of gathering data daily from consumers around the globe. We believe that our team, products and services combine to create the quality service, information and consultative leadership that companies, government agencies and other organizations seek to better their respective organizations or constituents. We provide consultative, data-collection, and analytical services to corporations, non-profit research organizations, government agencies, political pollsters, media organizations, and the entertainment and hospitality industries. We provide our clients with a comprehensive understanding of current consumer preferences, behavior, attitudes and opinions. Our information, insights, guidance and solutions help our clients to identify opportunities for profitable growth over the short and long-term horizons to maintain and strengthen their market positions.

At MR2 Group, we transform data from being mere information, to being practical and strategic, to actionable and making it matter to those who benefit the most - our clients. We combine science and creativity to afford our clients greater visibility and insight into market trends.

For over 20 years since the inception of Precision Opinion, we have advanced the practice of data-collection, market research and media audience measurement. We believe our industry expertise , client-focused offerings and experienced management team positions us well to continue leading and influencing the market research and consulting industries in the United States and provides us the opportunity to achieve the same status internationally. We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect our clients’ sales. Our methodologies, practices and technological advancements have become deeply embedded into our clients’ workflow, which we believe is demonstrated by many of our long-term client relationships, multi-year contracts and high contract renewal rates. In 2017, revenue from repeat clients under contract represented approximately 94.5% of our total revenue, while the remaining 5.5% of our revenue is generated from one-off projects not subject to contract renewal. A majority of our long-term clients are government service clients, including the NORC, Research Triangle Institute and IMPAQ. Government service contracts and medical studies accounted for approximately 66% and 56% of our revenues during the years ended December 31, 2017 and 2016, respectfully.

We offer our clients multiple approaches to data -collection ranging from telephone calls, focus groups, online surveying, online panels, Multi-Mode and a combination of these approaches. Through our analytical group, we provide our clients with reliable and actionable information resulting from the systematic analysis of the data that has been collected.

Our telephone data-collection call center offerings are not pre-set; we develop customized research services programs for each of our clients. In 2016, we acquired the telephone data-collection operations of SHC, which strengthened our client base resulting in increased revenues. We have integrated SHC’s operations with our own and as a result have now increased our profit margins on the acquired SHC operations.

Below is a summary of the business activities that we carry out and how and why we segregate such activities.

Precision Opinion Business Operations

Telephone Data-collections - Based on the number of CATI stations that we operate, we are home to the second largest telephone data-collection call center in the United States, equipped with 650 VOXCO and CfMC CATI Command Center and Pronto dialer systems, which allows us to deliver what we believe is uncompromising data-collection and service to the research industry. Our TCPA-compliant telephone center’s high-tech capabilities allow real-time reporting to help keep our clients up-to-date with the progress of all of their research needs. Our telephone data-collections represented approximately 90% and 89% of our aggregate revenues during the years ended December 31, 2017 and 2016, respectively.

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Our telephone call center provides clients ranging from corporations, to non-profit research organizations, to government agencies, to political pollsters, to entertainment, gaming and hospitality companies with the ability to directly collect data from individuals, families, consumers, constituents and businesses as to their beliefs and opinions on virtually any topic. We provide individuals the ability for their voice to be heard on various topics. We staff our telephone call center with highly trained research associates who call individuals or businesses, which our clients identify and we assemble, and ask them a series of questions in a computerized survey. The results of these completed surveys are amalgamated, and the data is provided to our clients. For some clients, we also analyze the data through our analytics team and provide these clients with the actionable findings from these completed surveys. The length of a survey can vary from a few minutes to 45 minutes or more, with the typical survey lasting for 10 to 20 minutes.

The topics and questions asked in these surveys range the full spectrum of current events, consumer preferences of distastes relating to a new product or service, opinions on medical services and even who they intend to vote for in the next election.

● Government and Medical Sectors. The government and medical sector is our largest “client group” for market research services, specifically, telephone data-collection. There is a constant demand from the government for research either directly, or through approved research organizations. Although government agencies also conduct their own market research, they often use private companies and non-profit organizations for research. We often contract with such entities who are working on behalf of federal, state and municipal government clients.

For example, various health and regulatory agencies commonly outsource market research services to design, tailor or measure the effectiveness of a public health or public information campaign. For our largest client, NORC, we provide a dedicated staff of approximately 250 employees including research associates, quality control staff and managers for a national tracking study for the CDC which we have been working on since 2001. For this tracking study, we are contacting by telephone, a predetermined list of families along with their medical providers and providing NORC the results of a complex 45-minute multi-step survey for each responding family.

We performed telephone data-collection services on a multi-year tracking study for the CDC through a subcontract with NORC, which we worked on for 10 years. This study complied data relating to children with special needs.

For RTI International, IMPAQ and Morpace, we have conducted multiple health and medical telephone data-collection studies over the last five years.

● Political Sector. The political sector is our second largest “client group” for market research services. Specifically, we provide political polling and the analysis of the public’s views on current events, election issues and other topical legislative matters. Over the years, we have completed hundreds of telephone political polling projects including providing the telephone polling for President Barack Obama’s campaign committee during his two Presidential elections, telephone polling for the Democratic National Committee during President Obama’s two terms of office, telephone polling for both Senate and House of Representative elections along with state and local elections and telephone polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential elections. We have several clients that rely on our expertise in political polling including BSG, Global Strategy Group, Edison Research, LHK Partners, Inc., Expedition Strategies and Abt Associates. Political research telephone surveys tend to be 10 to 25 minutes in length and are typically looking to gather information on certain types of qualified respondents. The questions asked generally include, whether you are a registered voter, did you vote in the last election, your age, political party affiliation and income levels.

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● Corporate Clients. Corporate clients comprise our third largest “client group” for market research services. Businesses utilize our telephone data-collection expertise for research focused on various topics including asking questions about consumer preferences on existing products, what new products and services might consumers want, comparison of their product performance against competitor products and awareness of their brand. We also provide telephone surveys for businesses wanting to talk with other businesses about products, services, market conditions and other current topics. The information from these surveys provide businesses with information that they can use in budgeting corporate spending on advertising and marketing, capital expansion, acquisitions and other business-related issues. Examples of companies who we have performed such studies for include AARP, United Way, Bank of America, J.D. Power and Associates, and Marketcast.

Focus + Group Data-collection - Through Precision Opinion, we also operate Focus +, an award winning premier focus group facility on the West Coast. Located in Las Vegas, the Focus + facility comprises approximately 12,000 square feet including a 48-seat movie theatre and two focus group conference rooms. We are planning to relaunch our Focus + business which will support our other lines of business with potential new clients.  In addition, we plan to strengthen our Focus + business through an online (digital) presence given the growth and expansion of social media and online data collection. Las Vegas has provided Precision Opinion with an excellent location for its Focus+ business as Las Vegas provides our potential clients with a large cross section of the United States population to participate in focus groups due to Las Vegas being a major tourist destination. In addition, our Focus+ facility is able to draw businesses either exhibiting or attending the large number of trade show and conventions to utilize our facility for focus groups as our facility is surrounded by over 11.5 million square feet of tradeshow and convention space.

For example, in our Focus + groups we work with movie studios seeking to gauge audience reactions to new movie ideas, trailers for new movies, and new reporters and anchors in television studios. We also work with consumer product companies seeking to test their products including new frozen foods, beer taste test, new e-cigarettes, new cigarette brand/flavors, new product packaging, and new website design and functionality. We also work with casinos and resorts seeking to enhance guest engagement to gauge satisfaction and compile opinions on their respective properties, food offerings and many other topics.

Other specialty services that we offer through our Focus + groups include law firms seeking to utilize mock juries to test their client’s legal court case as well as holding live panels during political debates and tracking respondent’s opinions live based on what they are seeing and hearing.

Our Focus + groups have included clients such as Facebook, the CBS network and its affiliates, Warner Brothers, Madame Tussauds, ShuffleMaster, Bally Technologies, Frank Luntz, Wynn Resorts, Hyatt Hotels, AAA, Domino’s Pizza, Corona Beer, Coca Cola, Pepsi Cola, Cracker Barrel, Hungry-Man, and Birds Eye.

Online Data-collection - We launched our online survey and panel business in 2014 to increase our service offerings and adapt to the ever-evolving market. We developed our online and internet device agnostic survey platform to allow respondents to participate in surveys no matter their device – smart phone, tablet, iPad, PC or Apple - based computers. Unlike other online survey platforms, our main focus is on the quality of the information we provide to our clients. We plan, develop and implement both proprietary and probability-based panels for our clients. We have developed safeguards to protect the reliability of our data-collection. Through this group, we develop customized panels and online surveys based on our clients’ particular needs, making our offerings unique compared to other players in the market.

With our online group, we develop surveys that respondents can answer and respond to using their smart phone, tablet, iPad, PC or Apple based computers wherever they are and whenever they would like to participate. Online respondents have shown an inclination to participate in surveys. The ease of and respondent’s ability to take an online survey wherever they are makes this a very popular approach for our clients. Whether a client is looking for a point time reaction to products, services or current events or wants to track consumer behavior over weeks, months or any combination, we believe that the online services we provide offer our clients the actionable information they are looking for.

Analytics – Our analytics group combines all of Precision Opinion service offerings and packages them into an information center that helps our clients receive analysis on feedback that reaches deeper and ultimately provides them with information that is actionable. The Analytics team focuses on providing our clients an integrated service approach, as well as having expertise in the hospitality industry and community-based quality of life analysis.

Client Agreements - Precision Opinion has several types of client relationships and contracts with its clients. The type of contract depends on the type of work requested. Contract lengths vary, ranging from several days to several years, depending on the scope of the project and the type of information clients request.

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For example, with Precision Opinion’s largest client, NORC, Precision Opinion provides a dedicated staff of research associates and management team who are working under a multi-year contract. Under this subcontract, Precision Opinion interviews respondents identified by NORC seven days a week in order to obtain specific medical information on behalf CDC for a multi-year tracking study.

Effective January 1, 2018, Precision Opinion was awarded a renewal of its current contract with NORC, which runs concurrently with NORC’s 5-year renewal of its underlying prime contract with the CDC. Precision’s contract with NORC, which runs through February 2019 , provides for annual renewals during the 5-year period. The initial budget for 2018 is $2,477,000, which may be increased if needed during the year. Overall, this contract is valued at approximately $6.0 million in annual revenue based on the estimated weekly interview hours required by NORC and the historical annual revenue run rate for this contract. Under this contract with NORC, we provide a dedicated staff of research associates, management team and a facility to conduct this multi-year tracking study on behalf of the CDC, which Precision Opinion has been working on this study since 2001. Precision Opinion realized $5,914,188 and $7,078,663 in revenue from the NORC contract for the fiscal years ended December 31, 2017 and 2016, respectively. Precision Opinion recognizes revenue under this contract on a daily basis and submits a monthly invoice to NORC for the work performed during that month.

Precision Opinion has similar multi-year contracts with RTI I nternational and IMPAQ for medical studies. These contracts have specific fixed billing amounts for the services to be provided by Precision Opinion and are agreed to prior to the commencement of the study. Under these contracts, Precision Opinion recognizes revenue as the data required under the contract is delivered to the client. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its clients Morpace and ICF, Precision Opinion provides services under a contract for a specific study with a specified time period, number of completed surveys and specific number of dialing attempts for each respondent. These types of studies are typically completed within two to six months. Under these types of contracts, clients provide both the survey and specific respondents they are targeting, and Precision Opinion then manages the contract based upon the timeframe, required numbers of completed surveys, required number of dialing attempts and dispositions. Under these contracts, Precision Opinion recognizes revenue as the collected data is delivered to the client or by the actual number of hours provided by Precision Opinion under the contract. Typically, these contracts provide for specific invoicing based on milestones achieved or specific dates.

For its client BSG, Precision Opinion provides services under a MSA that sets forth the general terms of the work to be performed by Precision Opinion on behalf of BSG. On February 5, 2018, Precision Opinion and BSG entered into a new MSA which replaced the previous MSA entered into in July 2016. Under the new MSA, BSG prepaid Precision Opinion for a certain number of interview hours to be provided by Precision Opinion. This prepayment of services is recorded as a liability on our balance sheet as unearned revenue. As of March 31, 2018, the unearned revenue associated with BSG is approximately $407,893. For each specific project under the MSA, BSG issues a SOW. With each SOW, BSG outlines specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days) and a specific number of completes surveys. Upon completion of each SOW, Precision Opinion issues an invoice for services provided and reduces the unearned revenue accordingly. This is the only client that has prepaid for Precision Opinion’s services.

For other clients, such as Global Strategy Group and Expedition Strategies, Precision Opinion performs services based upon specific terms set forth in a SOW issued by the client. With each SOW, clients outline specific requirements of the project, as well as the survey, specific respondents they are targeting and the required number of completed surveys. These SOW’s are typically short-term projects that must be completed within a specific timeframe (typically 3 to 5 days). Upon completion of each SOW, Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or the rate for each completed survey.

For other clients such as Under Armour, SSRS, Edison Research and LHK Partners, Precision Opinion enters into a general MSA, with specific terms for each project set forth in a SOW issued by the client. With each SOW provided, clients outline specific requirements of the project, as well as the survey, the respondents they are targeting and the required number of completed surveys. The timeframe for these SOW’s can vary from one day (i.e. election day exit polling) to more long-term projects that are completed based upon a specific timeframe required to either provide a specific number of completed surveys or to have achieved a required number of dialing attempts for each respondent. Depending on the SOW, Precision Opinion will invoice the client based upon predetermined intervals (weekly or monthly), completed SOW or based on the number of completed surveys if it is a longer-term SOW. Precision Opinion issues an invoice for services provided based upon the predetermined hourly rate or rate for each completed survey.

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The Reorganization

We have recently created two new wholly-owned subsidiaries: Turning Point and MR2 Life. The Reorganization will occur prior to the effective date of this offering. We believe the Reorganization will provide MR2 Group with the necessary structure to grow our business as follows:

● Through Turning Point, we plan to expand our client base and the services we provide to clients utilizing online data-collection services that are currently part of the Precision Opinion business. The future growth of Turning Point will come from acquisitions and securing new business from existing and new clients.

● MR2 Life will be the vehicle utilized by MR2 Group to acquire businesses currently offering analytical and consulting services for market research. For example, on June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research. The acquisition of MAi Research is scheduled to close in conjunction with the closing date of this offering, and we will use up to $1.5 million of the net proceeds of this offering to fund out MAi Research acquisition. See “Use of Proceeds” on page 28 and “Our Growth Strategy – MAi Research Acquisition” on page 63. The future growth and expansion of MR2 Life will come from additional acquisitions and securing new business from existing clients of MAi Research, Turning Point and Precision Opinion as new clients.

● Going forward, Precision Opinion’s operations will be focused on providing the telephonic data-collections and focus groups to its clients and clients of Turning Point and MR2 Life.

By splitting the operations of Precision Opinion, we believe that all three subsidiaries under MR2 Group will be in better a position to expand their client base and the level and type of service to create a vertically integrated a full-service information research consulting firm with expertise in data-collection (telephone, focus groups, online) research, consulting and analytics.

Industry Background

Market research involves measuring both consumers’ and business’ opinions on a variety of topics, whether it be gathering focus groups’ receptiveness to new products and services or assessing the effectiveness of promotional campaigns. Companies in this industry systematically gather, record, tabulate and present marketing and public opinion data. Examples of industry services include political polling, sampling and statistical services, broadcast media rating services and market analysis services. Operators also conduct research in the fields of social science, medical, health, and quality of life.

The industry’s markets can be divided into three broad segments (1) providers of consumer goods and services wishing to measure and understand their market; (2) providers of media and advertising wishing to measure and understand their viewers; and (3) government institutions and political candidates wishing to measure and understand their constituents.

The U.S. market research industry is a more than $19.8 billion revenue market as of 2016, and has experienced an average annual growth rate of 0.3% since 2011. According to a study conducted by FuelCycle Research, it is anticipated that the annual growth rate will double in size by the year 2020. After suffering in 2012 and 2013, the industry has benefited from a series of economic and consumer trends. First, increases in disposable income and consumer spending have caused companies to reinvest in expanding their product pipelines. Consequently, since 2013, many companies have allocated more money to marketing and advertising budgets and industry revenue has increased accordingly. Companies are spending more on research and development, which has furthered growth in the market because products often undergo extensive market research before their launch.

When business conditions improved, the industry began to rebound, with revenue increasing in 2014. However, much of this revenue growth was the result of the industry beginning from a low recessionary base.

In the past five years, strong increases in consumer spending and steadily rising advertising expenditures propelled industry revenue. In addition, research and development budgets have been expanding solidly through 2016, which helped industry revenue rise 2.4% in 2016, as corporations hire market research firms to assess the public’s receptiveness to new products and services. Although there can be no assurance, this expansion of R&D budgets is expected to continue as the economy expands.

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Consolidation and Improving Profit

The market research industry has experienced increased merger and acquisition activity over the past five years. In 2013, the FTC granted approval to Nielsen, the industry’s largest company, to acquire another large industry player, Arbitron. While there has been consolidation in the industry, the market remains fragmented with small players. The number of market research enterprises total 42,525 as of 2016. We intend to take advantage of this fragmentation by seeking to acquire select smaller players that can expend our service offerings.

Companies in this industry were slow to increase wages and employment in the years following the recession. As the number of industry operators increased 6.3% in 2013, industry employment grew just 1.0%. In later years, operators sought to maintain the lean operations that were achieved with cuts during the recession. Over the five years leading to 2016, industry employment grew at an average annual rate of 1.4% to 143,296 workers, despite stronger enterprise growth during this period. The combined effects of consolidation and slow employment growth during this period resulted in low operating costs and, as a result, profit growth.

Growth Opportunities

Opportunities for market researchers to measure online audiences have significantly increased over the past five years, which will be a point of emphasis for us moving forward. The rapid expansion of new media is providing market researchers with innovative ways to interact with and study consumer opinions. Many companies now allow consumers to provide ratings, comments and feedback for products online. As more consumers use social networking sites, companies have gained additional means of engaging consumers in conversations about products. The ability to directly converse with clients can improve a company’s understanding of their clientele’s wants and needs. Many industry players have acquired or invested in companies that specialize in new media and related technology. Over the next five years, our management believes that more individuals will utilize new media. Consequently, market research companies that invest in technology to measure and analyze the habits of online clients will be better equipped than those that continue to rely on traditional methods.

We believe the market research industry is also expected to remain strong due to the continued usage of phone call center infrastructures. According to a 2017 report from the AAPOR Task Force on “The Future of U.S. General Population Telephone Survey Research,” the AAPOR Task Force “anticipates that the telephone will remain an important mode for surveying the general public of the United States for many years to come.” Based on the AAPOR Task Force’s findings and our interactions with clients, we expect that the majority of government-related research on health, medical, and related fields will continue to require phone research as a major component of the necessary primary research. Additionally, growth in online research is expected to continue to grow as will the use of Multi-Mode research. The ability to use Multi-Mode research helps provide a better picture of individual preferences and market trends as both forms of research provide complementary, yet distinguishable information. Companies like us that provide Multi-Mode research will be able to provide greater value to their clients and will be able to grow alongside the industry.

The internet has also fragmented demographic markets by enabling people with increasingly specialized interests to interact. According to the Pew Research Center, about 84.0% of adults had internet access at home, work, school or through mobile devices in 2015. Given this expansive audience, market researchers can target specific consumer groups through improved online advertising metrics. By assessing unique page views and click-through rates, advertisers can guarantee that their target market is being reached.

Key Drivers

Consumer Spending. Consumer spending typically serves as a proxy for the health of consumer markets. As a result, sales tend to rise when consumer spending increases; as sales increase, businesses are more likely to raise their marketing budgets when launching new products and services. Consumer spending is expected to grow in 2017 and beyond. Consumer and research spending is rightly linked for most companies. Research and development expenditure is expected to increase during 2017 and beyond, representing a potential opportunity for the industry.

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Products & Services Segmentation. Market research can be broadly divided into two forms of measurement and interpretation: quantitative research and qualitative research. According to a 2014 report by ESOMAR, a global association for market, social and opinion research, about 68.0% of global research spending is currently dedicated to quantitative, survey-based research, with the remainder being dedicated to qualitative research.

Quantitative Research. In this industry, quantitative market research is used for the collection and analysis of data to measure consumers’ response to a product, issue, campaign or related phenomenon. The quantitative process often starts as a survey and is quickly converted into a numerical format. For example, a beverage company may ask a group of potential clients to rate its new soda as either excellent, good, average or poor. These responses will be numbered on an interval or Likert scale, which allows for statistical analysis of the information. Traditional methods of obtaining quantitative survey data include research by phone, which accounts for an estimated 5.0% of industry revenue in 2016, research by mail (1.0% of revenue) and a large proportion of public opinion polling (5.0%). During the past five years, quantitative research has changed significantly with the application of new technology and the ability to link various databases. This has increased the sophistication of techniques used by market research firms.

Qualitative Research. Qualitative research attempts to explain how and why consumers make decisions and accounted for 19.0% of industry revenue in 2016. Qualitative research is typically performed through a combination of personal interviews; the most popular method is a focus group, commonly used for product testing and as a means of ascertaining why clients purchase certain products. To ensure the researchers receive a variety of information, a facilitator moderates participant reaction so that one or two individuals do not dominate the focus group. At times, the organizer and client will observe the paid participants through a one-way mirror, and these sessions are usually recorded with audio or video. Industry sources contend that focus groups’ value lies in their ability to provide insights into emotional responses that cannot be obtained from statistical analysis. Focus groups can also be used to define and refine advertising campaigns.

The popularity of focus groups declined in the mid-1980s as sales data from bar codes became readily available. In the past five years, the creation of new digital tools and methods that gather opinions from millions of people on social media in seconds have driven down the popularity of focus groups even further. However, the mass of data obtained online still needs to be analyzed to provide any competitive edge, stabilizing demand for qualitative research services. In this regard, focus groups still play a vital role by bringing together a group of people to discuss the advantages and disadvantages associated with a product or service.

The Internet. Market research done electronically is the largest product segment of the industry, generating an estimated 56.0% of industry revenue. The internet is a useful medium to conduct both qualitative and quantitative research. During the past five years, the internet and social media have shifted the dialog between market researchers and consumers. Market research companies can now monitor consumer opinions by establishing message boards, online forums and ratings systems. These methods allow companies to bypass paid focus group participants and instead reach and engage an active audience, typically with no cost. The internet also gives market researchers the opportunity to target and engage very specific populations. The rise of social media has particularly caused fragmentation of consumer markets, making it possible to reach market segments that were hard to reach before.

As a result, qualitative and quantitative research have both benefited from the internet. During the next five years, the importance of internet-based market research will increase as the population continues to fragment and social media continues to blossom. Industry operators that invest in new technologies and software are more likely to increase value to clients looking to target a specific audience.

In addition, the internet has also given rise to online probability samples. A probability online panel selects candidates for participation through a probability sample (typically using Address Based Sampling) and then invites candidates to join the panel. Probability panels, unlike opt-in panels, have a tendency to be more accurate. As internet access increases and as individuals get more comfortable with surveying online, we expect that probability panels will provide growth opportunities for industry operators. Also, mobile research is an area that we expect will grow along with Mobile surveys.

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Other Growth Areas. Data warehousing and data mining processes have emerged as analytical techniques. These methods have been used to find linkages in what may seem like unrelated data. Recently, the use of the Internet for self-selection and self-composition questionnaires has increased, offering a cost-effective way to achieve research results.

Distribution of Market Research Funds

The following graph is shows the distribution of market research spending in the United States in 2015, by research project type (Statista):

Components like new product / service development are directly attributable to the creation of new brands, products or businesses. Market research is utilized to uncover certain needs within the market, allowing for individuals, corporations or the government to make educated financial investments into promising new services or businesses that are looking to address those market plans.

Demand Determinants

The government sector is one of the largest purchasers of market research services. There is a constant demand from the government for research. Research geared toward the government rarely shuts down when different political parties come into power or when the government shuts down. Demand continues to increase in the political arena from both major parties in the United State driving demand for market research services. Government research is not only commercial in nature, but also increases the scope of services which provides further opportunities for operators.

Private companies and non-profit organizations are often contracted on behalf of federal, state and municipal government clients for market research. For example, various health and regulatory agencies commonly outsource market research services to design, tailor or measure the effectiveness of a public health or public information campaign. For our largest client, NORC, we provide a dedicated staff on a tracking study for the CDC which we have been working on since 2001. We also worked on another tracking study for over 10 years with NORC for the CDC. We have worked on other health related multi-year tracking studies for other clients including, RTI International, IMPAQ, and for Morpace.

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Businesses are also major downstream purchasers of market research services. The industry is dependent on corporate profit margins, which influence corporate spending on advertising and market research. The outsourcing of government research projects and recurring political events, like presidential elections, help shelter this industry from shifts in the business or economic cycle.

Producers of consumer goods, including clothing, cosmetics, food, beverage and car manufacturers, depend on the Market Research industry. Demand from this segment is largely influenced by product research and development, which stimulates spending on advertising campaigns for new products. In order for a new product to succeed, there has to be a healthy level of consumer spending in the economy. When consumer spending retreated during the recession, businesses cut product research and development funding and slashed spending on market research.

The media, which includes digital, print, radio and television companies, is also a major source of demand for this industry’s services. Media research measures, analyzes and profiles audiences by collecting demographic information and other vital data. This downstream market has also curtailed its spending on market research, as the recession damaged margins for media and content services and producers.

In the political sphere, market research is necessary for a variety of areas, including political polling and the analysis of the public’s views on hot-button election issues. Over the years, we have completed hundreds of political polling projects including providing the polling for President Barack Obama’s campaign committee during his two Presidential elections, polling for the Democratic National Committee during President Obama’s two terms of office, Senate and House of Representative elections along with state and local elections and the polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential Election.

Demand for market research services can also come from other downstream markets more insulated from the business cycle, such as healthcare and pharmaceutical companies, nonprofit organizations and other similar organizations.

Market Analysis

Market Potential. One of our primary goals is to attract more government clients, and the key is to focus on government research that requires stringent sampling methodologies and thus relies heavily on telephone data-collection. In the US, agencies of the federal government utilize not-for-profit survey research centers, usually associated with universities, such as NORC, ICF Inc. and RTI International for such research. These centers will subcontract the telephone data-collection for these research projects.

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Market Research Client Overview. The industry’s markets can be divided into three broad segments (1) providers of consumer goods and services wishing to measure and understand their market; (2) providers of media and advertising wishing to measure and understand their viewers; and (3) government institutions and political candidates wishing to measure and understand their constituents.

(1)	Consumer Goods and Services. This industry’s largest market includes businesses that produce or sell consumer items, such as packaged goods. Another major consumer product-based market segment is the automotive sector – which is a core piece of our business. Consumer service providers and the healthcare and pharmaceutical sectors also use significant amounts of market research. Market research firms provide consumer behavior information and retail transaction data, giving clients insights on how to make strategic decisions and measure their sales and market share. The reliance on these industries makes market research firms that specialize in this segment sensitive to changes in consumer and corporate spending. Demand for market research from consumer goods and services providers has been growing in the past five years, fueled by companies’ investments in research and development. Industry demand from this market is expected to grow at a faster rate during the next five-year period.
(2)	Media and Advertising Providers. Media research includes measuring and profiling audiences across social media and mobile platforms. This research includes collecting ratings and viewer data for print and electronic media. Clients use media research to better understand their audiences and maximize the value of their content. Recently, demand for online media viewership data has been on the rise; this has grown from merely measuring the number of unique hits on a website to include data on the consumption of online media such as streaming radio and social media, as well as music and video downloads. Measuring the effectiveness of internet advertising has become a priority because the number of internet clients is increasing and, as a result, the volume of expenditure on online advertising has increased accordingly. Market research is the leading factor in identifying what specific marketing tool will be most effective for a given population and situation.
(3)	Government. Government organizations use research in many ways, including measuring public opinion regarding health services, medical treatment, mental and physical abuse, alcoholism, and food safety and the tracking of health care. We have worked on numerous projects over the years for various organizations contracted by the Government, including: NORC, we provide a dedicated staff on a tracking study for the CDC which we have been working on since 2001. We worked on another tracking study for over ten years with NORC for the CDC. We have worked on other health related projects for other clients including, RTI International, IMPAQ, Morpace and SSRS.
(4)	Political Organizations. We provide polling to profile an electorate, a particular demographic segment or a party’s supporters or opposition, measure an audience for political advertising and information campaigns, as well as the response to these strategies. Over the years, we have completed hundreds of political polling projects including providing the polling for President Barack Obama’s campaign committee for his two Presidential elections, polling for the Democratic National Committee during President Obama’s two terms of office, Senate and House of Representative elections along with state and local elections and the polling for various Political Action Committees. In addition, we provided services for the absentee and exit polling for the 2016 Presidential elections.

Strategy Consulting Market Overview. The overwhelming majority of industry revenue is generated from the private sector. Financial services, consumer product and manufacturing industries represent the largest private businesses; however, the industry also derives a significant proportion of revenue from government organizations, individuals and nonprofit organizations. The markets for industry competitors can vary drastically between operators.

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(1)	Financial Services Companies. Financial service providers are the consulting industry’s largest consumer, accounting for an expected 22.7% of industry revenue in 2017. This market uses a variety of services, from strategic planning to organizational restructuring. Major international banks, for example, employ consultants to streamline operations and maintain profit levels. After the downturn, many financial services companies restructured to adapt to the changing regulatory environment and remain profitable, which was a boon to this industry. Additionally, as the economy has strengthened over the past five years, the financial services sector has thrived. As profit margins from this sector have grown, demand for consultants that can help financial services companies expand and efficiently structure and invest profit has grown. Demand from the financial service industry is expected to increase over the next five years as the industry continues to profit and expand. Consulting businesses are able to interact with and help those financial servicers wield their massive economic power. Consultants can suggest increased attention be paid towards any of the sections, and help those financial institutions be in better synch with the consumers they serve.
(2)	Consumer Products and Manufacturing Companies. The consumer products and manufacturing markets focus on the branding and logistics consulting segments because sales and shipping are significant factors in these fields. For example, typical clients in this market include manufacturers, wholesalers, retailers and distributors in industries such as consumer products, apparel, automotive and aviation and aerospace. In 2017, the consumer products and manufacturing markets are expected to account for a combined 26.3% of industry revenue. Higher US industrial production and manufacturing activity has increased demand for consultants, who offer expertise in streamlining the production process. In addition, the prospect of the high economic growth in many emerging economies over the next five years is leading to a rush by many consumer goods manufacturers to enter these developing markets. Consulting firms will continue to assist in the growing production in South American and Asian markets, making consumer manufacturing a likely source of demand growth over the next five years.
(3)	Government Organizations. Government organizations are expected to account for 19.2% of industry revenue in 2017. Consultants are hired by federal agencies to advise these organizations on methods to better administer grants, deliver benefits and entitlements to their employees and provide necessary services to their citizenry. They also advise on public projects, such as infrastructure, and often advise on public-private partnership projects. Consultants may work for governments at the federal, state and local level. Within this segment, work from federal government agencies is expected to contribute 16.1% of industry total revenue, while state government agencies are expected to contribute 3.1%.
(4)	Technology, Media and Telecommunications Companies. Clients in this market segment seek consultants to advise on business strategy in relation to the wide field of IT, including telecommunications and digital media. Telecommunications is a rapidly changing field that is strongly influenced by technological change. As many businesses increasingly focus their businesses online, many engage consultants to adjust their strategy to take advantage of digital opportunities. In recent years, digital technologies have proved a disruption to existing business processes, resulting in companies seeking expert advice in how to respond and take advantage of new technologies. For example, the introduction of big data, the introduction of voice over internet protocol, and opportunities in B2B telecommunications have all been issues considered by consultants in the past five years. Since digital disruption is accelerating, revenue from this market is expected to grow over the next five years
(5)	Individuals and non-profit Organizations. Besides government and private enterprise, consultants also work for individuals, private endowments, institutions and nonprofits.
(6)	Healthcare and Life Sciences Sector. The healthcare market, which is primarily composed of hospital management and pharmaceutical companies, uses the industry’s logistics, human resources and public relations services. Healthcare science and technology are rapidly expanding frontiers, even as economic and financial pressure reduce profit margins, intensify competition and constrain the funds available for investment. This changing environment is encouraging healthcare companies to hire consultants to aid in improving cost while maintain standards in treating ill patients. This market is expected to grow over the next five years.

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(7) Energy and Resource Companies. Energy and resource companies also take advantage of consultants and are estimated to account for 7.4% of total revenue in 2017. This includes oil drilling, gas extraction and mining companies that use consultants to help develop corporate branding, navigate changing regulation and direct investments. Over the past five years, energy and resource companies have fallen as a proportion of the industry’s revenue, particularly as oil prices fall and reduce investment in new facilities.

Our Market Opportunity

We believe companies, including our clients, require an increasing amount of data and analytics to set strategy and direct operations. This has resulted in a large market for business information and insight which we believe will continue to grow. Our clients are corporations, government agencies, political pollsters, and the entertainment and hospitality industries. We believe that significant economic, technological, demographic and competitive trends facing consumers and our clients will provide a competitive advantage to our business and enable us to capture a greater share of our significant market opportunity.

The media landscape is dynamic and changing. Consumers are rapidly changing their media consumption patterns. The growing availability of the internet, and the proliferation of new formats and channels such as mobile devices, social networks and other forms of user-generated media have led to an increasingly fragmented consumer base that is more difficult to measure and analyze. In addition, simultaneous usage of more than one screen is becoming a regular aspect of daily consumer media consumption. We have effectively measured and tracked media consumption through numerous cycles in the industry’s evolution—from broadcast to cable, from analog to digital, from offline to online and from live to time-shifted. We believe our distinct ability to provide metrics across social media, and mobile platforms helps our clients better understand, adapt to and profit from the continued transformation of the global media landscape.

Increasing amounts of consumer information are leading to new marketing approaches. The advent of the internet and other digital platforms has created rapid growth in consumer data that is expected to intensify as more entertainment and commerce are delivered across these platforms. As a result, companies are looking for real-time access to more granular levels of data to understand growth opportunities more quickly and more precisely. We believe that this presents a significant opportunity for us to work with companies to effectively manage, integrate and analyze large amounts of information and extract meaningful insights that allow marketers to generate profitable growth.

Consumers are more connected, informed and in control. Today, more than 37% of the world population is an active social media user according to a study conducted by Hootsuite. There are more than 3.8 billion global internet users (52% of the world population), and 4.9 billion unique mobile device users, with 60% of those mobile device users utilizing the internet from their device. In 2016, internet users grew by 10%, or 354 million, and mobile users increased by 5%, or 222 million. Advances in technology have given consumers a greater level of control of when, where and how they consume information and interact with media and brands. They can compare products and prices instantaneously and have new avenues to learn about, engage with and purchase products and services. These shifts in behavior create significant complexities for our clients. Our broad portfolio of information and insights enables our clients to engage consumers with more impact and efficiency, influence consumer purchasing decisions and actively participate in and shape conversations about their brands.

Demographic shifts and changes in spending behavior are altering the consumer landscape. Consumer demographics and related trends are constantly evolving globally, leading to changes in consumer preferences and the relative size and buying power of major consumer groups. Shifts in population size, age, racial composition, family size and relative wealth are causing marketers to continuously re-evaluate and reprioritize their consumer marketing strategies. We track and interpret consumer demographics that help enable our clients to engage more effectively with their existing consumers as well as forge new relationships with emerging segments of the population.

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Consumers are looking for greater value. Economic and social trends have spurred consumers to seek greater value in what they buy as exemplified by the rising demand for “private label” (store branded) products. This increased focus on value is causing manufacturers, retailers and media companies to re-evaluate brand positioning, pricing and loyalty. We believe companies will increasingly look to our broad range of consumer purchasing insights and analytics to more precisely and effectively measure consumer behavior and target their products and marketing offers at the right place and at the right price.

Continue to attract new clients and expand existing relationships. We believe that substantial opportunities exist to both attract new clients and to increase Phone, Online and Analytics segments, we expect to sell new and innovative solutions to our new and existing clients, increasing our importance to their decision-making processes.

Continue to pursue strategic acquisitions to complement our leadership positions. We have increased our capabilities and expanded our geographic footprint through acquisitions in the areas of online and mobile measurement, social networking, advanced analytics and advertising effectiveness. Going forward, we will consider select acquisitions of complementary businesses that enhance our product and geographic portfolio and can benefit from our scale, scope and status as a global leader. We have not entered into any agreements to acquire any specific business.

Our Growth Strategy

We believe that we are well-positioned for both domestic and international expansion and have a multi-faceted marketing and growth strategy that builds upon the MR2 Group brand, strong and lasting client relationships and the integral role we play in the market research, data-collection and analytical field. However, our growth strategy is subject to certain risks. For example, we may be unable to adapt to significant technological changes such as changes in the technology used for data-collection and processing, or we may not be successful in expanding our MR2 Life segment. In addition, consolidation in our clients’ industries may reduce the aggregate demand for our services. While we take all measures toward being a leader in our field and not falling prey to such risks, such risks still exist. See “Risk Factors” on page 14 .

By separating the business of Precision Opinion into three separate subsidiaries: (i) Precision Opinion; (ii) Turning Point; and (iii) MR2 Life, we believe we will increase our focus and will drive and diversify revenues and allow for higher profit margins.

Precision Opinion. We plan to acquire and/or start-up additional CATI stations to support our planned growth in government and medical tracking studies. As part of our plan, we are looking to acquire 200 CATI stations, consisting of 125 and 75 CATI stations primarily dedicated to the Hispanic and Asian demographics, respectively. These additional CATI stations will be staffed by both bi-lingual Hispanic and Asian research associates. We believe that having bi-lingual research associates will provide us with the flexibility to utilize our research associates on both English-speaking surveys or surveys in the respective in-language. We believe that these new CATI stations will enable us to serve more government and private clients and projects with a niche demographic focus on Hispanic and Asian consumers. Most of the surveys we are engaged to perform include a specific number of surveys completed in-language with the most prevalent request being for Hispanic and then Asian requests, primarily in one or more of the Chinese dialects. Based on a Pew Research study conducted in 2017, the Asian immigrant population in the US grew at 72% and Hispanic immigrant population grew at 60% between 2000 and 2015. This same Pew study forecasted that in the next 50 years, the Asian population will make up 38% of all US immigrants, with Hispanics making up 31% of the population. Our plan to expand our operations to include additional Asian and Hispanic language capacity is based on the current and future estimated demand for bi-lingual surveys from our clients.

Our plan includes the expansion of our Focus + business in both traditional “brick and mortar” as well as online (digital). Given that our focus group facility is in Las Vegas, we believe that it is an excellent location for our Focus+ business. Specifically, Las Vegas as a major tourist destination provides greater access to a cross-section of the United States population, thereby affording clients diversity in focus group responses. Further Las Vegas Convention and Visitors Authority, Las Vegas is home to more than 11 million square feet of meeting and exhibit space citywide and home to three of the country’s ten largest convention venues. Thus, we believe this to be a prime location where we will be able to attract new clients either exhibiting or attending the large number of trade shows and conventions.

Turning Point. Given the current state of online digital market research, and the consolidation of large players, we believe that there is an opportunity for us to grow through strategic acquisitions in our online digital product line. To achieve this growth, we intend to acquire a new subsidiary focused on providing online digital services to our existing clients. We intend to use a portion of the net proceeds of the offering for use in R&D to enhance our online platform, and ultimately to enhance demand across all of our facets: virtual online focus groups, chat rooms, survey design & implementation and to identify acquisitions as appropriate.

MR2Life. We are seeking to re-position ourselves in the market as more of a strategic consultant and to pursue strategic acquisitions to complement our business and to offer consulting services to assist clients to not only understand and analyze the data gathered, but also how to act upon such data in an effective manner. We intend to continue to develop our product and service portfolio to provide our clients with comprehensive and advanced solutions, including our analytical offerings across all facets of our client base to provide a more comprehensive offering and help our clients think through their most important challenges.

MAi Research. On June 2, 2018, we entered into an asset purchase agreement to acquire substantially all of the assets of MAi Research, including but not limited to all tangible and intangible assets, goodwill, intellectual property, contracts and client lists but excluding cash on hand, accounts receivable and assume certain known liabilities. The closing of the acquisition is conditioned upon, and is scheduled to close simultaneously with, the closing of this offering. In consideration for these assets, we agreed to a purchase price in an amount equal to five times of MAi Research’s adjusted EBITDA as set forth in its audited financial statements for the fiscal year ended December 31, 2017, before interest, taxes, depreciation and amortization, with certain agreed upon add-backs. For purposes of this transaction, we and MAi Research have agreed that based on its audited financial statements its targeted adjusted EBITDA for 2017 shall be $716,743, which equates to a purchase price of $3,583,715 .

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Since 1982 MAi Research, has been delivering accurate, actionable research to some of the most successful companies in the world. MAi Research provides actionable information to its clients allowing them to promote their brands and better understand their customers by using proven research methodologies, innovative analytic techniques, and the insight of its experience.

MAi Research’s commitment to excellence has led it to develop new approaches to research methodologies, questionnaire design, analytical data techniques, and new research applications. MAi Research invests in its business so it can better serve its clients to ensure their success in brand marketing and communication and in developing new and existing products.

MAi Research clients rely on MAi Research’s experience to provide them with actionable information to support key business decisions such as:

● learning which opportunities are worth investing in;

● developing and identifying winning brand and marketing concepts;

● optimizing and evaluating products and product features/elements; and

● sharpening customer/shopper insights.

MAi Research provides true custom research for their clients. MAi Research develops custom market research solutions to address each client’s challenges, however complex or routine. MAi Research focuses on strengthening the connection between its client’s brands and their customers by helping craft more impactful messaging and create more fulfilling products. MAi Research’s techniques have been applied across categories and targets -- from product-oriented to service-oriented and from consumer-focused to business-focused. From start to finish, MAi Research engages with their clients to fully understand what their clients need to know – and then develop and propose a research solution that will provide the answers its clients need and when they need them. MAi assigns an executive to work with each client through every phase of a study, from questionnaire design through final presentation, providing its clients with a clear direction and a specific plan of action.

● For each project MAi Research strives to deliver:

Creativity:  Creative study designs suited exactly to each client’s research objectives;

Innovation: A variety of cutting edge research methodologies including proprietary tools;

Expertise:  Collaboration with its experienced market researchers;

Quality:   Focus on quality control;

Insight:   Insight in to its client’s customers that tells the story behind the data clearly, concisely, and insightfully; and

Passion:   MAi Research presents each projects results by engaging its clients in dynamic and productive discussion to determine how to implement the project findings.

MAi Research has conducted research with a wide variety of Fortune 500 clients across; consumer packaged goods, cosmetics, financial services, media, pharmaceuticals, retail and technology. Their clients are both domestic and international including: Mexico, Latin America, Brazil, Asia, Australia, Africa, Eastern and Western Europe.

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MAi Research provides Brand Strategy services to its clients. Its focus under Brand Strategy is to build a connection between its clients and their customers that incorporates the rational, emotional, and personal closeness elements that drive customer predispositions. This requires getting the right messages to the right people at the right time and in the right sequence.

MAi Research’s Brand Strategy is broken into five modules:

● Listening to their client’s customer/consumer – using a fusion of open-ended and closed-ended questions to elicit their client’s customers unfiltered perceptions, revealing their category associations, expectations, and barriers.  In addition, MAi Research’s use of advanced text analytics allows them to group the words people use into themes using the context of their full answers and to connect this qualitative data to a quantitative drivers analysis.  The end result for a client is an Engagement Index that depicts purchasing decisions in the category, drivers of those purchase decisions, and how the verbatims link to those drivers.

● Engage – providing their clients with a comprehensive understanding of how customers/consumers make brand choices: how they think, how they feel, and how they form connections by utilizing Bayesian Modeling.  Bayesian Modeling allows MAi Research to develop in-depth drivers’ analyses and drivers-of-drivers analyses, which help discover connections between rational, emotional and personal connection benefits.  This allows MAi Research to provide their clients with actionable information which determines consumers’ drivers of choice and their needs and wants that motive consumer’s preferred action.

● Optimize – using modeling technologies MAi Research is able to tune a message to its client’s audience by connecting the message’s overall performance to its brand identity and individual messaging components by utilizing a combination analytical approaches, including predictive modeling, advanced text analytics, and choice-based modeling.  MAi Research then custom-builds desktop simulators so its clients can experiment with different messaging combinations and immediately see the potential opportunity.

● Connect – MAi Research refines targeting metrics to continuously deliver the best message to each individual in the audience.  This micro-targeting approach increases efficiency for each client and the impact of its messaging.

● Perfect - over time, there is a need to refine messaging based on actual results in the real world. This refinement encompasses not only the messaging content, but also the strategy itself, based on competitive actions.  By applying a forward-looking tracking process, MAi Research can identify for its clients upcoming trends, learn their impact on purchasing decisions and usage occasions, and anticipate your brand’s opportunities and vulnerabilities.  This transforms tracking from a rearview-mirror methodology to an active and dynamic refinement process, keeping your message and brand identity on track.

Major clients of MAi Research services include; Pepsi, Budweiser, Kellogg, Kraft Heinz, Oscar Mayer, Clorox, Colgate, Revlon, Loreal, Crayola, Foster Farms, MasterLock and Bayer.

Data Security

Data security is critical for Precision Opinion. Many of our clients demand the highest levels of data security and regularly test our system to ensure we meet their standards. Our experience in working with NORC as a subcontractor and as their disaster recovery facility under FISMA guidelines for their National Immunization Study for the CDC provides us with the information technology framework, platform and knowledge to obtain a FISMA moderate-level rating certification.

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We plan to allocate funds from this offering to upgrade our information systems and security in order to obtain a FISMA “moderate” rating certification, which we believe will provide us with the opportunity to increase our sales presence in government contract work, primarily within the healthcare industry.

FISMA - FISMA is United States legislation that defines a comprehensive framework to protect information, operations and assets against natural or man-made threats. FISMA was signed into law as part of the Electronic Government Act of 2002. The focus of this program is to improve the security of information and information systems through the creation of clear standards that can be used by government and businesses. FISMA requires development, documentation, and implementation of an information security system for data and infrastructure that meet minimum standards for protection of the information and systems.

FISMA Compliance Benefits - When implemented, FISMA compliance increases the security of sensitive federal and other information. Continuous monitoring for FISMA compliance provides agencies with the information they need to maintain a high level of security and eliminate vulnerabilities in a timely and cost-effective manner.

Companies operating in the private sector, particularly those who do business with federal agencies also benefit by maintaining FISMA compliance. FISMA compliance provides private companies with advantages when trying to secure new business from federal agencies as by meeting FISMA compliance requirements, companies are meeting the security best practices outlined in FISMA’s requirements.

Process to Secure FISMA Moderate Compliance - FISMA requires program officials to conduct annual reviews of information security programs, with the intent of keeping risks at or below specified acceptable levels in a cost-effective, timely and efficient manner. The National Institute of Standards and Technology (NIST) outlines nine steps toward compliance with FISMA:

1.	Categorize the information to be protected.
2.	Select minimum baseline controls.
3.	Refine controls using a risk assessment procedure.
4.	Document the controls in the system security plan.
5.	Implement security controls in appropriate information systems.
6.	Assess the effectiveness of the security controls once they have been implemented.
7.	Determine agency-level risk to the mission or business case.
8.	Authorize the information system for processing.
9.	Monitor the security controls on a continuous basis.

The process to obtain a FISMA moderate compliance is lengthy process as it requires enhanced, controls, reporting and continued audits over a sustained period to show the history of systems maintenance, performance and adherence with established protocols. All results from system audits are compiled to produce an accreditation package submitted to the government agency in control of the project. Included in the package is a core document, the Enterprise System Security Plan.

The Enterprise System Security Plan covers the technical, administrative, and operational controls among thirteen (13) different control families with over 300 individual controls. Each control requires a detailed description of its purpose, use, and other elements.

In addition, the NIST (NIST SP 800-53 Rev. 4) represents the set of baseline security controls for information systems and organizations. This provides for additional documentation for control families related to the risk management framework including privacy of information.

FISMA Budget and Timeframe - To obtain the FISMA Moderate certification, we are estimating a total cost of $400,000 which will be allocated from the offering proceeds. To maintain our FISMA moderate level certificate, we will require two additional staff (Information System Security Officer and Network Security Administrator) at an estimated annual payroll cost of $250,000.

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We estimate that it will take approximately nine (9) months to complete the FISMA certification process and obtain our moderate level certification.

We intend to also focus on securing new government contracts primarily within the healthcare sector. The government sector is the leading source of market research, and government agencies within the healthcare and human services sector, such as the CDC and the FDA. Such market research tends to be large-scale, highly complex and well-disciplined, requiring long-term commitment in both manpower and capital resources, which is the foundation of our business. We believe that we have the acumen and capability required for these kinds of government projects. In addition, both government-related and healthcare-related projects typically higher profit margins as compared to other data-collection projects due to privacy issues stemming from possessing medical information and the costs associated with building and maintaining secure data sites, providing project-specific training for our research associates, managing the complexity of data samples, as well as complying with additional reporting requirements. Further, due to the expense of becoming and maintaining the FISMA “moderate” rating certification, there are fewer data-collection firms to compete with in this area.

Technology Infrastructure

Our state-of-the-art 650 CATI call-center occupies over 36,000 sq. ft. at our corporate headquarters in Las Vegas, Nevada. This includes a purpose built secure server room housing all CATI infrastructure and interface with our telephone vendors. Our call-center is equipped with multiple DS3 circuits and over 100 PRIs to handle high call volumes, frequency and percentages, production reports and data delivery. We believe our facility is state-of-the-art, and that our predictive dialers and algorithms produce accurate and sophisticated data in the United States as compared to our competitors. Our facility includes:

● 650 Seat CATI Workstations

● VOXCO Command Center / Pronto Predictive Dialers

● CfMC Data-collection / Pro-T-S Predictive Dialers - Quancept Data-collection / MR Predictive Dialers

● Nutanix, VMWare, HP Servers, Dell Workstations and Noise Cancelling Headsets

●  SQL Cluster

● Centralized UPS

● Training Classroom

● 24hr Video Surveillance

● Redundant Core Cisco Switch Gear (30GB Backbone)

● Gigabit Networking to each Interviewer Workstation

● Redundant Telephony

● Providers include TPX / Cox / XO / Century Link / Level 3

● Direct Fiber Connection to Providers

Data Processing/Tabulations. We utilize the Survey System tabulation program, outsourcing our tabulations or producing them internally. We believe Survey System to be not only cost effective but also a preferred analytical method.

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Segregation of Data. We utilize what we believe to be a sophisticated database for storage of response data at rest. Each of our clients have their own database; thus, enhancing the security and privacy of surveys and respondent data. Only the client and users can access the surveys and related data. Access to each database is governed by the permissions granted in each respective application.

Redundancy. All of our systems must meet specifications to be redundant and easily scalable. These systems are equipped with RAID 5 disk arrays allowing hard drives, power supplies, and fans to be replaced on the fly without any downtime. In addition, our servers are equipped with spare memory and dual-network connections as fail safes. Our entire network operates on a 30-gigabit network backbone powered by Cisco equipment.

Our network switches and routers are connected via redundant links and power, which is protected by our PowerWare centralized uninterruptible power supply system. This UPS provides continuous power in the event of an outage. Our server room is on a separate panel that the UPS feeds for over 2 hours of uptime during an outage protecting all data so that it is written gracefully to all server hard drives. Both of our locations are connected to telecom providers via direct fiber to the street which provides us access to this fiber SONICNet ring that provides accessibility for dedicated calling in the event of an outage.

Infrastructure Specifications. We use Nutanix, the latest cutting-edge web computing platform and VMWare for our mission critical infrastructure. This is the same hardware that the Department of Defense, National Security Agency, and other state/federal government organizations rely on due to its high availability, performance and scalability. The Nutanix is connected via 10GB backbone links to redundant switches. The VM switch gear is connected via 40GB (yes 40 GB) links between the VM environment.

Marketing

Since the inception of Precision Opinion, we have relied on organic growth marketing which has heavily relied on word-of-mouth lead generation due to our positive reputation throughout the industry.

In our expansion and growth plans, we intend to implement an integrating marketing strategy utilizing the marketing tactics awarded by opportunities such as social media and digital connection advancement to earn new business opportunities and lead generation. We intend to revamp our existing marketing campaigns to gear us towards not only the best data-collection and analytics firm available, but to being industry influencers and thought leaders. This is to be accomplished through a variety of engaging tactics mixed with a backbone of traditional marketing efforts. The goal is to generate a higher demand for our strategic consulting and primary research services. Our new marketing plan is designed to help us create an umbrella brand that is comprised of industry leading companies and forwarding thinkers that focuses on elevating the strategic consulting and online data-collection and analytics study services.

Moving forward, our marketing strategy will continue to focus on influencing organic growth by way of the latest available mediums. These strategical maneuvers will include, but are not limited to, digital video campaigns, target online marketing segmentation, public speaking engagements, search engine optimization, quarterly publications of industry opinions brought to you by our brand, and use of modern and traditional direct sales tactics. Through these methods, we will continue to establish ourselves as a leader in providing quality market research solutions to our clients everywhere, in addition to growing into new market segments and establishing a foothold of our services into new market segments and regions around the globe.

The main goal of our marketing plan is to continue to establish a brand for long-term success and to increase overall awareness on our value proposition. To do this, we plan to utilize the following channels:

● Digital Marketing (Website and Brand Identity, Social Media Marketing, Search Engine Optimization);

● Influence Marketing (Publication Editorials, Insights Video Productions, Public Speaking Events); and

● Multi-Media Marketing (Public Relations, Collegial Integration Courses, Traditional Print Platforms).

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Competition

We are home to the second largest telephone data-collection call center in the United States on the basis of the number of CATI stations that Precision Opinion utilizes, as well as based on information obtained from CATI suppliers/vendors, published reports and data from Blue Book Marketing Research Services and Focus Group Facility Directory, Green Book Directory and Quirk’s Media within the market research industry. While we explore the expansion of our service offerings, including consulting, we will face competition from a number of competitors. These competitors utilize similar primary methodologies as we do, but we believe that they lack the customization and the diversification in market research collection channels that we offer, which we believe gives a competitive edge. Some of these competitors may have more resources than we do.

Our primary competitors include:

Interviewing Services of America.

ISA has been in the data-collection industry since 1983. Their services include phone, online, mobile, IVR and Face-to-Face data-collection. Their focus is primarily in multicultural data-collection with specific services aimed towards Asian and Hispanic Americans. ISA has 325 CATI stations in the United States of America.

MAXimum Research, Inc.

MAXimum Research, Inc. has been in business for almost 20 years. Located out of New Jersey, they are the owners of a 100 CATI station data-collection center that utilizes CfMC dialing software. Their services primarily cater to Business-to-Business and Political Polling Data-collection.

Survey Sampling, Inc.

SSI is a data-collections provider for consumer and business-to-business survey research. They operate 40 office locations and have offices in 20 counties. Their offerings include sample, data-collection, CATI, questionnaire design, programming, reporting and data processing. They have multiple CATI data-collection centers totaling 2,500 CATI stations with a majority of these stations locate outside the US and therefore limits their ability to secure government related work.

California Survey Research Services, Inc.

CSRS was established in 1981 and is located out of Los Angeles, California. Their work is focused around the utilization of their CfMC CATI Software to collect data for university, legal organizations, government and corporate clients. CSRS also has a focus in Spanish language capabilities.

The MSR Group.

The MSR Group is a market research firm located in Omaha, Nebraska that houses a 250-station CATI data-collection center. Their expertise lies in qualitative and quantitative research for advertising agencies and customer satisfaction related industries. They also have a focus group facility.

ReconMR.

ReconMR is a data-collection firm headquartered in Austin, TX which has been in business for nearly 20 years. Their services are catered to political pollsters, universities and a variety of media outlets. They have 300 CATI stations and employ roughly 700 individuals between their three offices located around Texas.

Seasonality

Our operating results may be affected by seasonality fluctuations. Spending on market research is subject to seasonal fluctuations. For example, many clients tend to devote a significant portion of their research budgets during the fourth quarter of the calendar year and reduce spending during the first quarter of each calendar year. In addition, political elections at either state or federal tend to involve increased spending in market research and data-collection services. In years where there are no elections, spending is decreased, and thus our revenue, operating results and cash flow from operations may decrease.

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Government Regulations

Our operations are subject to and affected by data protection laws in many countries.

These laws constrain whether and how we collect personal data (i.e., information relating to an identifiable individual), how that data may be used and stored, and whether, to whom and where that data may be transferred. Data-collection methods that may not always be obvious to the data subject, like the use of cookies online, or that present a higher risk of abuse, such as collecting data directly from children, tend to be more highly regulated; and data transfer constraints can impact multinational access to a central database and cross-border data transfers.

Some of the personal data we collect may be considered “sensitive” by the laws of many jurisdictions because they may include certain demographic information and consumption preferences. “Sensitive” personal data typically are more highly regulated than non-sensitive data. Generally, this means that for sensitive data the data subject’s consent should be more explicit and fully informed and security measures surrounding the storage of the data should be more rigorous. The greater constraints that apply to the collection and use of sensitive data increase the administrative and operational burdens and costs of panel recruitment and management.

The attention privacy and data protection issues attract can offer us a competitive advantage. Because we recognize the importance of privacy to our panelists, our clients, consumers in general, and regulators, we devote dedicated resources to enhancing our privacy and security practices in our product development plans and other areas of operation and participate in privacy policy organizations and “think tanks.” We do this to improve both our practices and the perception of our brand as a leader in this area.

Security. We monitor and record with 24-hour surveillance video along with physical security and high availability corporate firewalls. The intrusion detection system monitors network and system activities for malicious activities or policy violations. To ensure uptime and service level agreements mission critical systems are constantly monitored 24/7 with real time alerts and notification along with necessary back-up/redundant systems. We meet federal government compliance, and we believe we can deliver a secure manner of exchanging sensitive data with our clients and partners including HIPAA, HITECH, FISMA, OMB, and FIPS-140 using cryptographic modules. We use Transport Layer Security (“TLS”) encryption (“HTTPS”) and survey security options such as password protection and HTTP referrer checking. We also offer secure client portals also such as SharePoint including automated notifications of new data. In addition, we run an internal security audit annually.

The Telephone Consumer Protection Act of 199 – 47 U.S.C. § 227. The TCPA is a federal statute that was enacted by Congress over 20 years ago to protect consumers from unwanted telephone calls and faxes. In this regard, the TCPA restricts telephone solicitations (i.e., telemarketing) and the use of automated telephone equipment. The TCPA limits the use of automatic dialing systems, artificial or prerecorded voice messages, SMS text messages, and fax machines. TCPA is also the authority for the National Do-Not-Call List.

Precision Opinion is a market research company. As a market research company, we do not sell any products or services and therefore we are exempt from the National Do-Not-Call-List. Under TCPA rules and regulations, the most significant TCPA requirement that Precision Opinion must follow is the prohibited use of any automatic dialing system when dialing a respondent cell phone. Under TCPA, when we are working on a data-collection project that includes calling respondents on their cell phones, we are not allowed to dial cell phones using any automated dialing system, calls to cell phones can only be made by one of our research associates using manual intervention and not using any automated dialing.

To ensure we remain compliant with TCPA regulations, we have established certain protocols to prevent the automated dialing of respondent cell phones. These protocols start with and include, the identification of active ported and cell phone numbers through an up-to-date master listing of all telephone numbers provided by the service providers. This process identifies whether a telephone number is a cell phone or a land line phone. Once the type of telephone number is identified, all cell phone numbers are separated and can only be dialed by our research associates by using manual intervention.

The Health Insurance Portability and Accountability Act. HIPAA is designed to protect personal information, data collected and stored medical records. The HIPAA Privacy Rule establishes national standards to protect individuals’ medical records and other personal health information and applies to health plans, health care clearinghouses, and those health care providers that conduct certain health care transactions electronically.

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For Precision Opinion, we are required to follow the HIPAA regulations when a telephone data-collection project is specifically classified as HIPAA by our clients. For Precision Opinion to be compliant with HIPAA regulations on a medical related project, all research associates and management responsible for contacting respondents as part of a medical related project must participate in specific Personally Identifiable Information (“PII”) training. Upon completion of PII training, each person is certified and allowed to handle respondent medical information in accordance with HIPAA.

For the storage of medical information obtained during the fielding of a HIPAA medical related project, Precision Opinion segregates all specific PII data into separate the data locations, the data is encrypted, and the data is treated as need to know basis using least required permissions. Each of our clients have their own secured database which protects the security and privacy of surveys and respondent PII data. Only the client and authorized users have access the surveys and related PII data. Access to each database is governed by the permissions granted in each respective application by our clients. We use Transport Layer Security (“TLS”) for encryption, Hypertext Transfer Protocol (“HTTPS”) for secure communication and survey security options such as password protection and HTTP referrer checking. All PII data is properly destroyed after completion of a project in accordance with our client’s requirements.

Employees

As of March 31, 2018, we currently have 29 full-time employees, 579 part-time employees and one independent consultant.

Properties

Our corporate headquarters are located in Las Vegas, NV, where we currently occupy approximately 36,318 square feet of executive office space. We currently pay base monthly rent of $40,470.81 for our headquarters and our lease expires on December 31, 2019. At the present time, we believe our facilities are suitable and adequate for our current needs. However, as part of our expansion plans, we will need to identify and lease additional office space as required to support the build-out of our service offerings and business divisions.

Legal Proceedings

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We entered into a settlement agreement on April 10, 2018 relating to a contract dispute with a financial broker who claimed that they were owed $200,000. The dispute was settled in full for $65,000 in future payments, commencing in June 2018. MR2 Group fully reserved for this settlement as of December 31, 2016.

The data included in this prospectus regarding market share, market position and industry data pertaining to our business are based on reports of published industry sources and estimates based on our management’s knowledge and experience in the markets in which we operate. These estimates have been based on information obtained from our trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus.

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MANAGEMENT

Executive Officers and Directors

Set forth below is certain information with respect to the individuals who are our directors and executive officers as of the date of this prospectus:

Name	Age	Position(s)
James T. Medick	71	President, and Chairman of the Board of Directors
Bruce H. Baum	60	Chief Financial Officer and Chief Operating Officer
Gary E. Stein, Esq.	68	Executive VP, General Counsel and Corporate Secretary
Alexander J. Medick	30	Chief Marketing Officer
John F. Marz	71	Independent Director
A. Randall Thoman	61	Independent Director
Martin P. Fingerhut	60	Independent Director

James T. Medick. Mr. Medick has served as President and director of MR2 Group, Inc. through Precision Opinion since July 2007. From 1990 to 2007, Mr. Medick served as Chief Executive Officer of MRC Group, a private company that provided market research, analytical and consulting services. From 1985 to 1990, Mr. Medick served as Senior Vice President of the Gallup Organization, a private company that provides market research, consulting, training to domestic and international companies. From 1980 to 1985, Mr. Medick served as President of The Medick Agency, located in Orlando, Florida, a private company that provided marketing, public relations and advertising services. From 1973 to 1980, Mr. Medick served as Vice President of Global Marketing of Mattel, Inc, a public company that sells and markets a variety of products and services. Mr. Medick obtained his BS/BA degree in Business Administration and Marketing from the University of Florida in 1968. We believe that Mr. Medick is qualified to serve as a member of our Board of Directors because of his in-depth knowledge of the industry and the Company.

Bruce H. Baum. Mr. Baum has served as Chief Operating Officer and Chief Financial Officer of MR2 Group, Inc. since May 2016. From April 2014 to June 2015, Mr. Baum served as Chief Operating Officer and Chief Financial Officer of Le Maitre, USA a private company that is a manufacturer and distributor of pyrotechnics and other special effects across the globe. From January 2013 to April 2014, Mr. Baum served as Chief Financial Officer of Pyrotek Special Effects Inc., a private company that provides pyrotechnic and special effects for the entertainment industry, traveling concerts and tours. From March 2011 to April 2012, Mr. Baum served as Chief Operating Officer and Chief Financial Officer of gograbme technologies, a private company that provided text marketing services to businesses. From November 2004 to December 2010, Mr. Baum served as President of J.F. Bellini Co., a private company that provided wholesale distribution of floor covering and installation products. From March 2002 to June 2004 served as Executive Vice President and as an Officer/Director of MICE North America a US subsidiary of a UK public company that provided variety of services and products for companies exhibiting in tradeshows, conventions, fairs and mobile tours. From February 1981 to September 2001, Mr. Baum was with the Viad Corp. (f/k/a The Greyhound Corporation), a public company and its subsidiaries in a variety of roles. Mr. Baum’s last role with Viad Corp. was with its subsidiary, GES Exposition Services, Inc. where he served as Executive Vice President and Chief Financial Officer. Mr. Baum obtained his BS degree in Business Administration and Finance from the Arizona State University in 1980 and a MBA from University of Phoenix in 1987.

Gary E. Stein, Esq. Mr. Stein has worked for Kiefer and Associates, Inc. since 2013, where he has served as both legal counsel and Strategic Business Partner Manager. His responsibilities include legal, financial and mergers and acquisitions analysis. Kiefer and Associates, Inc. is a specialty engineering consulting firm for the oil, gas and power industry in the areas of Fitness for Service, Failure Analysis and Welding, In-line Inspection Qualification and Stress Analysis. Mr. Stein holds both a J.D. and a B.A. in Political Science from Capital University.

Alexander J. Medick. Mr. Medick has served as Chief Marketing Officer and director of MR2 Group, Inc. since January 2013. From July 2010 to December 2012, Mr. Medick served as Vice President of Marketing of BlkHeart Group, a private company that provides marketing and management services for those in the entertainment industry, ranging from Grammy winning music groups, music producers, video producers and clothing design artists across the United States. From July 2009 to September 2010, Mr. Medick interned at Sedona Production Studios in Los Angeles, California where he worked directly with entertainment marketers, artist managers and world-renowned recording artists. Mr. Medick obtained an Associate’s Degree in Music Production and Music Management from Los Angeles Music School in 2010. Mr. Medick has also taken a variety of business, marketing, English and entrepreneurship classes from the College of Southern Nevada and University of Nevada Las Vegas.

John F. Marz. Mr. Marz has agreed to serve as a Director of MR2 Group, Inc. effective upon the closing of this offering. Mr. Marz owns Marz and Company, a marketing consulting firm he founded in 2005. From 1997 to 2005, Mr. Marz was part of the Mandalay Resort Group. He currently serves on the Board of Directors of the Las Vegas Visitors and Convention Authority, the Southern Nevada Water Authority and is councilman for the City of Henderson, Nevada. Mr. Marz holds a B.A. in Communications Advertising with a minor in Marketing from Brigham Young University. We believe Mr. Marz is qualified to serve as a member of our Board of Directors because of his more than 40 years of experience in marketing, advertising and public relations at the senior executive and corporate levels with the Mandalay Resort Group.

A. Randall Thoman. Mr. Thoman has agreed to serve as a Director of MR2 Group, Inc., effective upon the closing of this offering. Mr. Thoman has served on the Board of Directors of Southwest Gas Corp and Southwest Gas Holdings, Inc. since 2010, where he currently serves as chair of their audit committees and as a member of their nominating and corporate governance committee. He previously serves on the Board of Directors of SHFL Entertainment until its acquisition in 2013. Mr. Thoman began his career with Deloitte LLP and became a partner in 1991. For 15 years, Mr. Thoman was the Partner with primary responsibility for the technical interpretation and application of accounting principles and audit standards and the review of all reporting issues and financial statements for Nevada-based companies registered with the SEC. Mr. Thoman retired from Deloitte LLP in October 2009. Mr. Thoman received his degree in accounting from the University of Utah and has been a Certified Public Accountant for more than 30 years. We believe that Mr. Thoman is qualified to serve as a member of our Board of Directors because of his business, accounting and auditing experience with Deloitte LLP, his leadership positions at the firm and his experience with SEC reporting and compliance, as well as his prior experience as a director of other publicly traded companies.

Martin P. Fingerhut. Mr. Finergut has agreed to serve as a Director of MR2 Group, Inc., effective upon the closing of this offering. Mr. Fingerhut is the President and CEO of Technical Toolboxes Inc. Technical Toolboxes develops and markets monopoly engineering products to the midstream oil and gas pipeline market, as well as competitive engineering simulation software to the same market. Prior to Technical Toolboxes, Mr. Fingerhut was employed by Applus+ RTD as Vice President, Strategic Business Development and prior to that as President, Kiefner and Associates, Inc., a wholly - owned subsidiary of the Energy and Industry Division of Applus+, a Spain - based public company that trades on the Madrid Stock Exchange. We believe that Mr. Fingerhut is qualified to serve as a member of our Board of Directors because of his 30 years of global business and technology leadership experience across a wide range of sectors and disciplines, where he has gained a broad perspective of how technology can transform processes, provide new insights into business performance and create stakeholder value.

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Board Composition

Director Independence

Our business and affairs are managed under the direction of our Board of Directors, which will consist of four members upon consummation of this offering. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s Board of Directors within a specified period after completion of this offering. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to certain phase-ins for newly-public companies. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that Messrs. John F. Marz, A. Randall Thoman and Martin P. Fingerhut do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Family Relationships

Our Chief Marketing Officer is the son of our Chief Executive Officer. Other than the foregoing, no family relationships exist between any of our current or former directors or executive officers.

Classified Board

Our bylaws provide that our Board of Directors is to be divided into three classes, with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. This provision may have the effect of delaying or discouraging an acquisition of us or a change to our management. Effective upon the closing of this offering, our directors will be divided among the three classes as follows:

o Class I directors will be        and        , and their terms will expire at our first annual meeting of stockholders following this offering;

o Class II directors will be        and        , and their terms will expire at our second annual meeting of stockholders following this offering; and

o Class III directors will be        and        , their terms will expire at the third annual meeting of stockholders following this offering.

Board Committees

We expect that, immediately following this offering, the standing committees of our Board of Directors will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board of Directors may establish other committees to facilitate the management of our business. The expected composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below. Members will serve on committees until their resignation or until otherwise determined by our Board of Directors.

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Audit Committee

Upon completion of this offering, our audit committee will consist of Messrs. Marz, Thoman and Fingerhut , with Mr. Thoman serving as the chairman. Our Board of Directors has determined that Mr. Thoman is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board of Directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board of Directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The functions of this committee include:

● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

● helping to ensure the independence and performance of the independent registered public accounting firm;

● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

● reviewing our policies on risk assessment and risk management;

● reviewing related party transactions;

● obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

● approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Upon completion of this offering, our compensation committee will consist of Messrs. Marz, Thoman and Fingerhut , with Mr. Marz serving as the chairman. The functions of the compensation committee will include:

● reviewing and approving, or recommending that our Board of Directors approve, the compensation of our executive officers;

● reviewing and recommending that our Board of Directors approve the compensation of our directors;

● reviewing and approving, or recommending that our Board of Directors approve, the terms of compensatory arrangements with our executive officers;

● administering our stock and equity incentive plans;

● selecting independent compensation consultants and assessing conflict of interest compensation advisers;

● reviewing and approving, or recommending that our Board of Directors approve, incentive compensation and equity plans; and

● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Upon completion of this offering, our nominating and corporate governance committee will consist of Messrs. Marz, Thoman and Fingerhut with Mr. Fingerhut serving as the chairman. The functions of the nominating and governance committee will include:

● identifying and recommending candidates for membership on our Board of Directors;

● including nominees recommended by stockholders;

● reviewing and recommending the composition of our committees;

● overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and

● making recommendations to our Board of Directors concerning governance matters.

The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors is primarily responsible for overseeing our risk management processes on behalf of our company. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our Company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

Code of Ethics

Prior to the completion of this offering, our Board of Directors will adopt a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar functions. A copy of that code will be available on our website at www.mr2group.com upon completion of this offering. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

Prior to the completion of this offering, our Board of Directors will adopt corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines will be available on our website at www.mr2group.com upon completion of this offering.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
4.	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE COMPENSATION

The following table sets forth the compensation for our fiscal years ended December 31, 2017, 2016 and 2015 earned by or awarded to, as applicable, our principal executive officer, principal financial officer and our other most highly compensated executive officers as of December 31, 2017.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total Compensation ($)
James T. Medick		2017	$	271,163	$	-	$	-	$	-	$	-	$	271,162.70
President and Director		2016		313,415		-		-		-		-		313,415.42
		2015		325,000		-		-		-		-		325,000.00
Bruce H. Baum (1)		2017		180,000		-		-		-		-		180,000.00
Chief Financial Officer and Chief Operating Officer		2016		107,404		-		-		-		-		107,403.86
		2015		-		-		-		-		-		-
Guthrie Rebel (2)		2017		260,000		-		-		-		-		260,000.00
Chief Technology Officer		2016		230,000		-		-		-		-		230,000.00
		2015		225,416		-		-		-		-		225,415.57
Matt McCoy		2017		175,000		-		-		-		-		175,000.02
EVP, Client Services		2016		175,000		-		-		-		-		175,000.02
		2015		114,151		-		-		-		-		114,150.97
Alex J. Medick		2017		130,652		-		-		-		-		130,652.00
Chief Marketing Officer and Director		2016		135,878		-		-		-		-		135,878.08
		2015		77,847		1,000		-		-		-		78,847.08

(1)	Mr. Baum was appointed in May 2016.
(2)	Mr. Rebel resigned on March 31, 2018 due to personal reasons.

Employment Agreements with Named Officers

We have entered into employment agreements with James T. Medick, President, Bruce H. Baum, our Chief Operating Officer and Chief Financial Officer and Matt McCoy, EVP Client Services. A description of each of the agreements follows:

James T. Medick. Mr. Medick’s employment agreement entitles him to an annual base salary of $325,000. The agreement also provides that Mr. Medick is eligible to receive an annual bonus and salary increase in the discretion of management. Mr. Medick’s employment agreement has a term of five years, commencing on January 1, 2014, and is automatically renewed unless otherwise agreed upon. Mr. Medick’s employment agreement does not entitle him to payment of severance.

Bruce H. Baum. Mr. Baum’s employment agreement entitles him to an annual base salary of $180,000, subject to performance-based increases on an annual basis as shall be determined by management. The agreement also provides that Mr. Baum is eligible to receive an annual performance-based bonus in such amount as shall be determined in the discretion of management. Mr. Baum’s employment agreement has a term of five years, commencing on May 1, 2016 and expiring on April 30, 2021, subject to the occurrence of a termination event.

Mr. Baum’s employment agreement provides for the payment of severance under certain conditions. If the Company terminates his employment without a “termination event,” Mr. Baum is entitled to receive, as severance payments, a continuation of his base salary for the remaining term of his employment agreement, subject to Mr. Baum’s execution of a general release and waiver of claims against the Company. Under the terms of the agreement, Mr. Baum is subject to confidentiality, non-solicitation and non-compete restrictions.

Under the employment agreement, the term “termination event” means committing an act of fraud against the company; failure to perform the services contemplated by the employment agreement with diligence or competence; materially breaching the employment agreement and failing to cure such breach within ten business days following receipt of written notice specifying the breach; mutual termination of the employment agreement between both parties; and voluntary termination upon receipt of 180 days’ written notice.

Gary E. Stein, Esq. Mr. Stein has a letter agreement with Precision Opinion, effective January 1, 2018, pursuant to which he is entitled to a monthly consulting fee in the amount of $10,000 for services rendered to the Company concerning both debt and equity financings and potential acquisitions. The consulting agreement shall cease upon the successful completion of this initial public offering.

We have no other agreements or related arrangements with our executive officers.

Richard Serrins . Mr. Serrins will serve as Chief Executive Officer of our MAi Research subsidiary following the acquisition. Mr. Serrins is the founder of MAi Research and has been leading MAi Research for over 20 years. Prior to founding MAi Research, Mr. Serrins worked in the advertising business for N.W. Ayears, as well as holding other senior positions with American Express Company in marketing and research. Mr. Serrins will not be an executive officer of ours but will continue to act as President of the MAi Research subsidiary following the acquisition. Following the acquisition, Mr. Serrins will be subject to a three-year employment agreement, subject to additional three-year extensions unless terminated. Mr. Serrins will receive an annual salary of $250,000. Mr. Serrins is eligible to receive bonuses of between 25% and 62.5% of his annual salary upon the attainment of certain to be determined performance goals. Mr. Serrins is also entitled to $3,000 per month to cover his expenses.

Robert Pascale. Mr. Pascale will serve as Vice President, Chief Analytics Officer of our MAi Research subsidiary following the acquisition. Mr. Pascale has been with MAi Research since 2008. His father was the co-founder of MAi Research together with Mr. Serrins. Following the acquisition, Mr. Pascale will be subject to a three-year employment agreement, subject to additional three-year extensions unless terminated. Mr. Pascale will receive an annual salary of $200,000. Mr. Pascale is eligible to receive bonuses of between 25% and 62.5% of his annual salary upon the attainment of certain to be determined performance goals. Mr. Pascale is also entitled to $3,000 per month to cover his expenses.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards at the end of December 31, 2017.

Director Compensation

We have not paid any compensation to our directors as of December 31, 2017.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Certain Relationships and Related Party Transactions

Precision Opinion currently has a bus lease through a wholly-owned company of its President, James T. Medick. Precision Opinion uses the bus to transport employees from various bus stops to the Company’s offices. In 2016, Precision Opinion paid $7,223 to Mr. Medick’s leasing company for use of the bus and paid $5,552 in 2017. The bus lease expires July 31, 2020 and provides for annual payments of $11,205 plus insurance and any necessary repairs and maintenance. The Company believes that such price is favorable when compared to its alternative options to transport such individuals.

Previously, we were party to a marketing consulting agreement with a wholly-owned company of our current Chief Marketing Officer, Alex Medick. Precision Opinion purchased marketing related services from Mr. Medick’s company including design, printing, advertising and other creative work. The agreement expired on December 31, 2017, and we have no intention to renew. Precision Opinion paid $19,408 and $204,209 to Mr. Medick’s company for marketing related services in 2017 and 2016, respectively.

During 2016, we entered into an agreement to defer the compensation of certain stockholders. The amounts deferred are payable at the discretion of the stockholders and included in accrued expenses. In certain instances, stockholders use personal credit cards for business related expenses. Upon submission of expense receipts, the stockholders are reimbursed for such expenses or the respective stockholder’s deferred compensation account is increased. The outstanding balance of deferred compensation was $96,508 at December 31, 2017 and $132,842 at December 31, 2016.

On October 20, 2016, we issued a 10% unsecured promissory note in the principal amount of $800,000 to our stockholder, Michael France. The entire principal balance together with any interest was due and payable by October 19, 2017. In September 2017, the Company and Mr. France entered into a note modification agreement to extend the maturity date to December 31, 2019. Also , on October 20, 2016, we issued a 10% unsecured promissory note in the principal amount of $200,000 to Rebel Family Trust, our former Chief Information Officer’s trust. The entire principal balance together with any interest was due and payable by October 19, 2017. In September 2017, the Company entered into a note modification agreement to extend the maturity date to December 31, 2019.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities; (ii) our director and chief executive officer; (iii) our chief financial officer; and (iv) all executive officers and directors as a group as of June [●] , 2018. Unless otherwise indicated, the address of all listed stockholders is c/o 101 Convention Center Dr., Plaza 125, Las Vegas, NV 89109.

Name of Beneficial Owner		Common Stock Beneficially Owned		Percentage of Common Stock Before Offering			Percentage of Common Stock After Offering
Directors and Officers:
James T. Medick	(1)		29,014		44.35	%
Bruce H. Baum
Alexander Medick			-		-
Gary Stein			-		-
Randall Thoman			-		-
John F. Marz			-		-
Martin P. Fingerhut			-		-
All officers and directors (7 persons)			29,014		44.35	%
Beneficial owners of more than 5%
Edward Wilson	(2)		12,380		18.093	%
Michael France			20,000		30.57	%
Guthrie Rebel	(3)		4,020		6.15	%

* Based on 65,414 shares of common stock issued and outstanding as of June [●], 2018.

(1)	The shares are held in the name of CAM Family Trust. Mr. James T. Medick is the trustee and holds sole voting and dispositive power over the shares.
(2)	The shares are held in the name of Edward A Wilson Revocable Trust 1986. Mr. Edward Wilson is the trustee and holds sole voting and dispositive power over the shares.
(3)	The shares are held in the name of Rebel Family Trust. Mr. Guthrie Rebel is the trustee and holds sole voting and dispositive power over the shares.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the rights of our common stock and preferred stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Nevada law.

We have authorized capital stock of 75,000,000 shares, consisting of 74,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 “blank check” preferred stock, par value $0.001 per share.

Common Stock

We currently have 65,414 shares of our common stock issued and outstanding. The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably dividends, if any, declared by our Board of Directors out of legally available funds; however, the current policy of our Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our Board of Directors and issued in the future.

Preferred Stock

We currently do not have any shares of preferred stock issued and outstanding. Our Board of Directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

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Anti-Takeover Effects of Our Articles of Incorporation and Bylaws

Certain provisions of Nevada law, our amended and restated articles of incorporation and bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company by means of a tender offer, proxy contest or otherwise, or by changing its Board of Directors and management. According to our articles of incorporation and bylaws, neither the holders of our common stock nor the holders of any preferred stock have cumulative voting rights in the election of our directors. The lack of cumulative voting makes it more difficult for other stockholders to replace our Board of Directors or for a third party to obtain control of the Company by replacing its Board of Directors .

These provisions, summarized below, could have the effect of discouraging certain types of coercive takeover practices and inadequate takeover bids. These provisions may also encourage persons seeking to acquire control of us to first negotiate with our Board of Directors .

● Classified Board. Our bylaws provide that our B oard of D irectors is to be divided into three classes, with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. This provision may have the effect of delaying or discouraging an acquisition of us or a change to our management. Effective upon the closing of this offering, our directors will be divided among the three classes as follows:

o Class I directors will be        and        , and their terms will expire at our first annual meeting of stockholders following this offering;

o Class II directors will be        and        , and their terms will expire at our second annual meeting of stockholders following this offering; and

o Class III directors will be        and        , their terms will expire at the third annual meeting of stockholders following this offering.

● Requirements for Advance Notification of Stockholder Nominations and Proposals. Out bylaws establish notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the B oard of D irectors.

● Special Meetings of the Stockholders. Our bylaws provide that special meetings of the stockholders may be called only by our B oard of D irectors.

● No Cumulative Voting. Out bylaws do not provide for cumulative voting in the election of directors.

● Undesignated Preferred Stock. The authorization of undesignated preferred stock in our amended and restated articles of incorporation make it possible for our B oard of D irectors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company.

Anti-Takeover Effects of Nevada Law

Business Combinations

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the B oard of D irectors prior to the date the interested stockholder obtained such status or the combination is approved by the B oard of D irectors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:

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● the combination was approved by the B oard of D irectors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the B oard of D irectors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or

● if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

● A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our Company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Our amended and restated articles of incorporation state that we have elected not to be governed by the “business combination” provisions, therefore such provisions currently do not apply to us.

Control Share Acquisitions

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

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A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our Company.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be [●]. The transfer agent’s address is [●], and its telephone number is [●]. Our shares of common stock will be issued in uncertificated form only, subject to limited circumstances.

Market Listing

We intend to apply to list our common stock on the Nasdaq Capital Market under the symbol “MRMR.”

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SHARES ELIGIBLE FOR FUTURE RESALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market or the perception that such sales might occur could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

After completion of this offering and after giving effect to the corporate reorganization, we will have shares of common stock outstanding (or shares if the underwriters’ option to purchase additional shares is exercised in full).

All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our “affiliates” as that term is defined in Rule 144 and except certain shares that will be subject to the lock-up period described below after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement.

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Any of the shares held by our directors, officers and existing stockholders will be subject to the 12-month or 6-month lock-up restriction described under “Underwriting” on page 88 . Accordingly, there will be a corresponding increase in the number of shares that become eligible for sale after the lock-up period expires. As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:

● beginning on the date of this prospectus, all of the shares sold in this offering will be immediately available for sale in the public market (except as described above);

● beginning six (6) months after the date of this prospectus, at the expiration of the lock-up period for our officers and directors,                  additional shares will become eligible for sale in the public market, subject to the volume and other restrictions of Rule 144 and Rule 701 as described below; and

● beginning twelve (12) months after the date of this prospectus, at the expiration of the lock-up period for our directors,                   additional shares will become eligible for sale in the public market, of which                     shares will be held by affiliates and subject to the volume and other restrictions of Rule 144 and Rule 701 as described below.

Lock-Up Agreements

All of our directors, officers and existing stockholders are subject to lock-up agreements that, subject to certain exceptions, prohibit them from directly or indirectly offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to purchase, granting any option, right or warrant to purchase or otherwise transferring or disposing of any shares of our common stock, options to acquire shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock, whether now owned or hereafter acquired, or entering into any swap or any other agreement or any transaction that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership, for a period of six (6) months after the date of this prospectus in the case of existing stockholders, and for a period of twelve (12) months in the case of our officers and directors, without the prior written consent of the Representative. These agreements are described in the section entitled “Underwriting” on page 88 .

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:

● 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or

● the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701 and are subject to the lock-up agreements described above.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our common stock applicable to non-U.S. holders who acquire such shares in this offering. This discussion is based on current provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated thereunder and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect.

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a partnership or any of the following:

● a citizen or resident of the United States;

● a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

● an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

● a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of our common stock should consult their tax advisors.

This discussion assumes that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of that holder’s particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our common stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States and holders who hold our common stock as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal estate and gift taxes, or any U.S. state, local or non-U.S. taxes. Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our common stock.

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THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. WE RECOMMEND THAT PROSPECTIVE HOLDERS OF OUR COMMON STOCK CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Dividends

In general, any distributions we make to a non-U.S. holder with respect to its shares of our common stock that constitute dividends for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty) unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if an income tax treaty applies, are attributable to a permanent establishment of the non-U.S. holder within the United States). A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated as first reducing the adjusted basis in the non-U.S. holder’s shares of our common stock and, to the extent it exceeds the adjusted basis in the non-U.S. holder’s shares of our common stock, as gain from the sale or exchange of such shares. Any such gain will be subject to the treatment described below under “—Gain on Sale or Other Disposition of our Common Stock.”

Subject to the discussion below regarding “—Foreign Account Tax Compliance,” dividends effectively connected with a U.S. trade or business (and, if an income tax treaty applies, attributable to a U.S. permanent establishment) of a non-U.S. holder generally will not be subject to U.S. withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its “effectively connected earnings and profits,” subject to certain adjustments.

Gain on Sale or Other Disposition of Our Common Stock

In general, a non-U.S. holder will not be subject to U.S. federal income or, subject to the discussion below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance,” withholding tax on any gain realized upon the sale or other disposition of our common stock unless:

● the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder;

● the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

● we are or have been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of the disposition and the non-U.S. holder’s holding period and certain other conditions are satisfied. We believe that we currently are not and we do not anticipate becoming, a USRPHC.

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will generally be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

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Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding tax (currently, at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting rules. Dividends paid to a non-U.S. holder generally will be exempt from backup withholding if the non-U.S. holder provides a properly executed IRS Form W-8BEN or W-8BEN-E, or otherwise establishes an exemption.

Under U.S. Treasury regulations, the payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except in the case of proceeds from a disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker that is:

● a U.S. person;

● a “controlled foreign corporation” for U.S. federal income tax purposes;

● a foreign person 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

● a foreign partnership if at any time during its tax year (a) one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership, or (b) the foreign partnership is engaged in a U.S. trade or business.

Information reporting will apply unless the broker has documentary evidence in its files that the owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no knowledge or reason to know to the contrary). Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the owner is a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Foreign Account Tax Compliance

Under Sections 1471 through 1474 of the Code and the Treasury regulations and administrative guidance promulgated thereunder (collectively, “FATCA”), a U.S. federal withholding tax of 30% generally is imposed on any dividends paid on our common stock and a U.S. federal withholding tax of 30% generally will be imposed on gross proceeds from the disposition of our common stock (beginning January 1, 2019) paid to (i) a “foreign financial institution” (as specifically defined under FATCA) unless such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) and (ii) certain other foreign entities unless such entity provides the withholding agent with a certification identifying its direct and indirect “substantial U.S. owners” (as defined under FATCA) or, alternatively, provides a certification that no such owners exist and, in either case, complies with certain other requirements. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules and properly certifies its exempt status to a withholding agent or is deemed to be in compliance with FATCA. Application of FATCA tax does not depend on whether the payment otherwise would be exempt from U.S. federal withholding tax under the other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

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UNDERWRITING

ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) is acting as the representative of the underwriters of the offering. We have entered into an underwriting agreement dated            , 2018 with the representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below and each underwriter named below has severally and not jointly agreed to purchase from us, at the public offering price per share less the underwriting discounts set forth on the cover page of this prospectus, the number of common shares listed next to its name in the following table:

Underwriter	Number of Shares
ThinkEquity
Total

All of the shares to be purchased by the underwriters will be purchased from us.

The underwriters are committed to purchase all of the shares of common stock offered by this prospectus if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. The underwriters are not obligated to purchase the shares of common stock covered by the underwriters’ over-allotment option to purchase shares described below. The underwriters are offering the shares of common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-allotment Option. We have granted the underwriters a 45-day over-allotment option to purchase a maximum of additional shares of common stock (15% of the shares sold in this offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase shares covered by the option at the public offering price per share, less the underwriting discount. If this option is exercised in full, the aggregate offering price to the public will be $17,250,000 and the total net proceeds, before expenses, to us will be $         .

Discount and Commissions. The underwriters propose to offer the shares offered by us to the public at the public offering price per share set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession of up to $         per share. If all of the shares offered by us are not sold at the public offering price per share, the underwriters may change the offering price per share and other selling terms by means of a supplement to this prospectus.

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the representative of the over-allotment option.

	Per Share	Total Without Over-Allotment Option	Total With Over-Allotment Option
Public offering price	$	$	$
Underwriting discount (7.5%)	$	$	$
Non-accountable expense allowance (1. 0 %)(1)	$	$	$
Proceeds, before expense, to us	$	$	$

(1) Non-accountable expense allowance will not be payable with respect to any shares sold pursuant to the representative’s exercise of the over-allotment option.

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We have paid an expense deposit of $25,000 to the representative, with another $25,000 payable upon the filing of the registration statement of which this prospectus forms a part, which will be applied against the out-of-pocket accountable expenses that will be paid by us to the underwriters in connection with this offering, and will be returned to us to the extent not incurred.

In addition to the 1. 0 % non-accountable expense allowance, we have also agreed to pay the following expenses of the underwriters relating to the offering: (1) all fees, expenses and disbursements relating to background checks of our officers and directors in an amount not to exceed $15,000 in the aggregate; (2) all filing fees and expenses associated with the review of this offering by FINRA; (3) $29,500 for the underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for this offering; (4) the underwriter’s legal fees incurred in connection with this offering in an amount up to $75,000; and (5) up to $20,000 of the representative’s actual accountable road show expenses for the offering.

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount and commissions, will be approximately $ .

Discretionary Accounts. The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements. We, our directors and executive officers and our existing stockholders will enter into lock up agreements with the representative prior to the commencement of this offering pursuant to which each of these persons or entities will agree that, during the Lock-Up Period (as defined below), without the prior written consent of the representative, they will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our securities or any securities convertible into or exercisable or exchangeable for common shares owned or acquired on or prior to the closing date of this offering (including any common shares acquired after the closing date of this offering upon the conversion, exercise or exchange of such securities); (2) file or caused to be filed any registration statement relating to the offering of any shares of our capital stock; or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of common shares or such other securities, in cash or otherwise, except for certain exceptions and limitations. The Lock-Up Period will be twelve (12) months from the date of this prospectus in the case of our officers, and our directors, and six (6) months in the case of any holder of more than 10% of our outstanding shares.

Representative’s Warrants. We have agreed to issue to the representative warrants to purchase up to a total of shares of common stock equal to 5% of the shares sold in this offering, including the over-allotment. The warrants will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the offering, which period shall not extend further than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrants are exercisable at a per share price equal to 125% of the public offering price per share in the offering. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The representative (or permitted assignees under Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the offering. In addition, the warrants provide for registration rights (including one-time demand registration right and unlimited piggyback registration rights) and customary anti-dilution provisions consistent with FINRA Rule 5110. The demand registration right provided will not be greater than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(iv). The piggyback registration right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G)(v). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of common shares at a price below the warrant exercise price.

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Right of First Refusal. We have granted the representative a right of first refusal, for a period of twelve months from the commencement of sales of this offering, to act as sole and exclusive investment banker, book-runner and/or placement agent, at the representative’s sole and exclusive discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such twelve (12) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to the representative for such Subject Transactions.

Indemnification. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Electronic Offer, Sale and Distribution of Securities. A prospectus in electronic format may be made available on the websites maintained by one or more underwriters or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares of securities to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters and selling group members that may make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained in any other website maintained by the underwriters is not part of this prospectus or the registration statement of which this prospectus forms a part.

Determination of the Initial Public Offering Price. The public offering price was determined by negotiations between us and the representative. Among the factors considered in determining the public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours. The estimated public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market for the shares will develop, or that after the offering the shares will trade in the public market at or above the public offering price.

Price Stabilization, Short Positions and Penalty Bids. In order to facilitate the offering of our securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. In connection with the offering, the underwriters may purchase and sell our securities in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares of securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of securities in the offering. The underwriters may close out any covered short position by either exercising the over-allotment option to purchase shares and/or warrants or purchasing shares of securities in the open market. In determining the source of shares of securities to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option to purchase shares and/or warrants. “Naked” short sales are sales in excess of the over-allotment option to purchase shares and/or warrants. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our securities in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of securities made by the underwriters in the open market before the completion of the offering.

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Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As result, the price of our securities may be higher than the price that might otherwise exist in the open market.

The underwriters have advised us that, pursuant to Regulation M under the Exchange Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of our securities, including the imposition of penalty bids. This means that if the representative of the underwriters purchases securities in the open market in stabilizing transactions or to cover short sales, the representative can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

The underwriters make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our securities. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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China

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

European Economic Area — Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

(a)	to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)	to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
(c)	to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of our Company or any underwriter for any such offer; or
(d)	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

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Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

Israel

The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

Italy

The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Societ—$$—Aga e la Borsa, “CONSOB” pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:

● to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and

● in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

●	made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and
	in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.

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Japan

The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

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United Arab Emirates

Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by our Company.

No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to us.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No experts or counsel to the Company have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

EXPERTS

The financial statements of MR2 Group, Inc. and its wholly-owned subsidiaries for the fiscal years ended December 31, 2017 and 2016 have been audited by Piercy Bowler Taylor & Kern, an independent registered public accounting firm as set forth in its report and are included in reliance upon such report given on the authority of such firm as experts in accounting. The financial statements of Marketing Analysts, LLC for the fiscal years ended December 31, 2017 and 2016 have been audited by Sobel & Co., LLC., an independent registered public accounting firm as set forth in its report and are included in reliance upon such report given on the authority of such firm as experts in accounting.

LEGAL MATTERS

Sichenzia Ross Ference Kesner LLP., New York, New York, will pass upon the validity of the shares of our common stock to be sold in this offering. Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel for the underwriters.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering to sell. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement and the exhibits, schedules and amendments to the registration statement. For further information with respect to us and our securities, we refer you to the registration statement and to the exhibits and schedules to the registration statement. Statements contained in this prospectus about the contents of any contract, agreement or other document are not necessarily complete, and, in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You may read and copy the registration statement of which this prospectus is a part at the SEC’s public reference room, which is located at 100 F Street, N.E., Room 1580, Washington, DC 20549. You can request copies of the registration statement by writing to the Securities and Exchange Commission and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the SEC’s public reference room. In addition, the SEC maintains a website, which is located at www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You may access the registration statement of which this prospectus is a part at the SEC’s website.

Upon completion of this offering, we will be subject to the information reporting requirements of the Securities Exchange Act of 1934, and we will file reports, proxy statements and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.precisionopinion.com. You may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on such website is not incorporated by reference and is not a part of this prospectus.

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MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-2
Consolidated Statements of Loss and Retained Earnings	F-3
Consolidated Statements of Cash Flow	F-4
Notes to Consolidated Financial Statements	F-5

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-9
Consolidated Balance Sheets	F-10
Consolidated Statements of Income (Loss) and Retained Earnings	F-11
Consolidated Statements of Cash Flow	F-12
Notes to Consolidated Financial Statements	F-13

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets	F-23
Consolidated Statements of Income and Members’ Equity	F-24
Consolidated Statements of Cash Flow	F-25
Notes to Consolidated Financial Statements	F-26

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-29
Consolidated Balance Sheets	F-30
Consolidated Statements of Income and Members’ Equity	F-31
Consolidated Statements of Cash Flow	F-32
Notes to Consolidated Financial Statements	F-33

F-1

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2018 (UNAUDITED) AND DECEMBER 31, 2017

	2018		2017
ASSETS
Current assets
Cash	$	39,124	$	501,283
Accounts receivable		1,210,108		2,332,991
Unbilled receivables		309,952		73,627
Prepaid expenses		349,524		176,886
		1,908,708		3,084,787
Property and equipment, net		999,807		1,072,132
Other
Customer relationships, net		3,696,000		3,765,300
Other intangibles, net		46,304		71,604
Deferred financing costs, line of credit		107,473		111,042
Deposits		35,914		35,914
	$	6,794,206	$	8,140,779
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt (2017 restated)	$	1,271,741	$	653,971
Accounts payable		607,562		499,066
Accrued expenses		346,621		317,339
Customer deposits		407,893		57,906
		2,633,817		1,528,282
Long-term debt, net of current portion
Loans payable, stockholders		1,000,000		1,000,000
Other (2017 restated)		1,669,751		3,806,553
		5,303,568		6,334,835
Stockholders’ equity
Common stock, at $0.001 par value, voting shares, 75,000,000 shares authorized, 65,414 shares issued and outstanding		65		65
Additional paid-in capital		646,633		646,633
Retained earnings		843,940		1,159,246
		1,490,638		1,805,944
	$	6,794,206	$	8,140,779

See notes to consolidated financial statements.

F-2

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSS AND RETAINED EARNINGS

THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	2018			2017
Revenues:
Outbound phone	$	2,528,580		$	3,275,739
Analytics and other		159,253			171,171
		2,687,833			3,446,910
Operating expenses:
Production costs		1,659,476			2,260,125
Selling, general, and administrative		934,043			1,160,194
Depreciation and amortization		178,197			137,135
		2,771,716			3,557,454
Operating loss		(83,883	)		(110,544	)
Other income (expense):
Other income					436
Interest expense		(231,423	)		(44,236	)
Net loss	$	(315,306	)	$	(154,344	)
Retained earnings, beginning of period	$	1,159,246		$	1,192,485
Net income (loss)		(315,306	)		(154,344	)
Retained earnings, end of period	$	843,940		$	1,038,141

See notes to consolidated financial statements.

F-3

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	2018			2017
Operating activities:
Net loss	$	(315,306	)	$	(154,344	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment		83,597			39,344
Amortization of intangibles		98,169			97,791
(Increase) decrease in operating assets:
Accounts receivable		1,122,883			922,237
Unbilled receivables		(236,324	)		(79,857	)
Prepaid expenses and other		(172,639	)		(8,298	)
Increase (decrease) in operating liabilities:
Accounts payable		108,497			(209,715	)
Accrued expenses		29,282			(170,616	)
Customer deposits		349,987			(164,249	)
Net cash provided by operating activities		1,068,146			272,293
Investing activities:
Purchase of property and equipment		(11,272	)		(11,513	)
Deposits		-			(8,736	)
Cash used in investing activities		(11,272	)		(20,249	)
Financing activities:
Repayment of term loan		(59,338	)		-
Net repayment of line of credit		(1,611,090	)		(218,617	)
Proceeds from borrowing, bridge loan		175,000			-
Repayment of capital lease obligations		(23,604	)		(22,757	)
Net cash provided by financing activities		(1,519,032	)		(241,374	)
Net (decrease) increase in cash		(462,159	)		10,669
Cash, beginning of period		501,283			2,153
Cash, end of period	$	39,124		$	12,822
Supplemental disclosure of cash flow information:
Cash paid for interest	$	231,423		$	44,236

See notes to consolidated financial statements.

F-4

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

Note 1 – Organization , Nature of Business , Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC, with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

Note 2 - Basis of Presentation

As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 and 2016 annual consolidated financial statements and notes thereto included elsewhere in this Form S-1.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The consolidated financial statements include the accounts of MR2 Group, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Note 3 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

F-5

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates, including the allocation of the purchase price in business combination transactions, evaluating long-lived assets for possible impairment, adjusting the carrying value of contingent consideration payable, and disclosures regarding financial instruments.

Note 4 -NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Implemented in 2018 Statement of Cash Flows. In January 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” otherwise referred as “ASU 2016-15.” ASU 2016-15 amends the guidance of Accounting Standards Codification (“ASC”) Topic 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles, specifically clarifying the guidance on eight cash flow issues. The adoption did not and is not expected to have a material impact on our consolidated financial statements.

Revenue from Contracts with Customers. In January 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

New Accounting Pronouncements to be Implemented in 2019 Leases. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures.

Management believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on our financial statements.

Note 5 – Debt

Other Long-term Debt. Other Long-term debt consists entirely of the following:

	As of March 31,			As of December 31,
	2018			2017
Revolving Line of Credit	$	839,566		$	2,450,656
Term Loan		1,124,125			1,183,462
Working capital advance		175,000			-
Contingent Consideration Payable		654,755			654,755
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		83,046			106,651
		2,941,492			4,460,524
Less: current portion of long-term debt		(1,271,741	)		(653,971	)
	$	1,669,751		$	3,806,553

F-6

The non-current portion of long-term debt is all due in 2019.

Term Loan. In April 2018, the Company modified its existing term loan originally scheduled to mature in March 2019 which bears average monthly interest of 2.25% through maturity, which is extended to July 2019 under the modified agreement. During Q1, 2018 the Company elected to account for the term loan in accordance with the accelerated payment option as outlined in the modified term loan agreement, resulting in a larger current portion of such long-term debt as of March 31, 2018 and $120,000 lower interest expense from January 1, 2018 through maturity.

Working Capital Advance. In April 2018, the Company extended its then existing working capital advance under the Term Loan, originally scheduled to mature in April 2018, to June 2018. Such working capital advance bears monthly interest of 11.4% and is payable in June 2018.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.25% at March 31, 2018). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client.  This type of lending model based on borrowing limits as a percentage of accounts receivable and additional concentration limitations by client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.18% at March 31, 2017).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of March 31, 2018, $10,000 is classified as other long-term debt and the remainder is included within the current portion of long-term debt, and as of March 31, 2017, the entire balance is classified as other long-term debt.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At March 31, 2018, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately $250,000 will be due in 2018.

Note 6 – Concentration of Credit Risks

While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the three months ended March 31	2018			2017
Customers that account for at least 5% of annual revenues		6			3
Percentage of revenues accounted for by such customers		86	%		82	%
Range of quarterly revenues associated by such customers		6-46	%		17-45
As of March 31, 2018 and December 31, 2017
Customers accounting for at least 5% of accounts receivables		5			4
Total accounts receivable from these customers		96	%		94	%
Range of total accounts receivable from these customers		11-29	%		11-49	%

Note 7 – Subsequent Events

On June 2, 2018, we entered into a definitive asset purchase agreement with MAi Research to purchase substantially all of its assets, except cash on hand, accounts receivable, and assume certain known liabilities. The total purchase price of the acquisition will equal to five times of MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. We currently estimate the purchase price will be approximately $3.6 million. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of this offering. The unaudited pro forma consolidated financial statements presented elsewhere in this Form S-1 are presented to give effect to the consolidation of such entities, the issuance of shares associated with this prospectus, the related application of proceeds, and the election to become a tax paying consolidated group.

F-7

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-9
Consolidated Balance Sheets	F-10
Consolidated Statements of Income (Loss) and Retained Earnings	F-11
Consolidated Statements of Cash Flow	F-12
Notes to Consolidated Financial Statements	F-13

F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

MR2 Group, Inc. (formerly Precision Opinion, Inc.) and Subsidiary

Las Vegas, Nevada

Opinion on the Financial Statements. We have audited the accompanying consolidated balance sheets of Precision Opinion, Inc. and Subsidiary (the "Company") as of December 31, 2017 and 2016, and the related statements of income (loss), changes in stockholders' equity and cash flows, for each of the two years in the period ended December 31, 2017, and the notes to the financial statements (collectively referred to as the "Financial Statements"). In our opinion, the Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States (U.S.).

Basis for Opinion. The Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Financial Statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Financial Statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion .

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Restatement. As discussed in Note 2 to the Financial Statements, the 2017 financial statements have been restated to correct a misstatement.

/s/ Piercy Bowler Taylor & Kern

Piercy Bowler Taylor & Kern

Certified Public Accountants

We have served as the Company’s auditor since 2018.

Las Vegas, Nevada

April 23, 2018 except for Note 2 as to which the date of May 22, 2018

F-9

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET S

AS OF DECEMBER 31, 2017 AND 2016

	2017		2016
ASSETS
Current assets
Cash	$	501,283	$	2,153
Accounts receivable		2,332,991		2,533,943
Unbilled receivables		73,627		-
Prepaid expenses		176,886		-
		3,084,787		2,536,096
Property and equipment, net		1,072,132		1,316,603
Other
Customer relationships, net		3,765,300		4,042,500
Other Intangibles, net		71,604		169,094
Deferred financing costs, line of credit		111,042		-
Deposits		35,914		9,611
	$	8,140,779	$	8,073,904
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	653,971	$	315,778
Accounts payable		499,066		1,688,724
Accrued expenses		317,339		344,120
Customer deposits		57,906		706,895
		1,528,282		3,055,517
Long-term debt, net of current portion
Loans payable, stockholders		1,000,000		1,000,000
Other		3,806,553		2,179,203
		6,334,835		6,234,720
Stockholders’ equity
Common stock, at $0.001 par value, voting shares, 75,000,000 shares authorized, 65,414 shares issued and outstanding		65		65
Additional paid-in capital		646,633		646,633
Retained earnings		1,159,246		1,192,485
		1,805,944		1,839,183
	$	8,140,779	$	8,073,904

See notes to consolidated financial statements.

F-10

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND RETAINED EARNINGS

YEARS ENDED DECEMBER 31, 2017 AND 2016

	2017			2016
Revenues:
Outbound phone	$	14,877,954		$	15,423,110
Other		1,439,303			1,727,508
		16,317,257			17,150,618
Operating expenses:
Production costs		10,422,413			9,922,050
Selling, general, and administrative		4,788,147			6,449,761
Depreciation and amortization		746,059			523,127
		15,956,619			16,894,938
Operating income		360,638			255,680
Other income (expense):
Gain on bargain purchase		-			2,125,532
Acquisition transaction costs		-			(1,322,596	)
Other income		467			5,619
Interest expense		(394,344	)		(74,512	)
Net income (loss)	$	(33,239	)	$	989,723
Retained earnings, beginning of year	$	1,192,485		$	402,762
Net income (loss)		(33,239	)		989,723
Dividends		-			(200,000	)
Retained earnings, end of year	$	1,159,246		$	1,192,485

See notes to consolidated financial statements.

F-11

MR2 GROUP, INC. (FORMERLY PRECISION OPINION, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENT S OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2017 AND 2016

	2017			2016
Operating activities:
Net income (loss)	$	(33,239	)	$	989,723
Adjustments to reconcile net income to net cash provided by operating activities provided by operating activities:
Depreciation of property and equipment		349,264			280,872
Amortization of intangibles		396,795			242,255
Gain on bargain purchase		-			(2,125,532	)
(Increase) decrease in operating assets:
Accounts receivable		200,951			(798,624	)
Unbilled receivables		(73,627	)		-
Prepaid expenses and other		(176,885	)		-
Increase (decrease) in operating liabilities:
Accounts payable		(1,189,658	)		1,249,080
Accrued expenses		(26,781	)		104,312
Customer deposits		(648,989	)		706,895
Settlement liability payable		-			65,000
Net cash provided (used in) by operating activities		(1,202,169	)		713,980
Investing activities:
Purchase of property and equipment		(126,899	)		(672,714	)
Purchase of customer relationships		-			(1,300,000	)
Deposits		(26,303	)		(1,250	)
Cash used in investing activities		(153,202	)		(1,973,964	)
Financing activities:
Net proceeds from borrowings, line of credit		1,183,462			-
Net proceeds from borrowing, line of credit		1,097,859			554,489
Repayment of capital lease obligations		(96,065	)		(117,654	)
Payments on contingent consideration payable		(219,713	)		-
Proceeds from borrowings, stockholders		-			1,000,000
Repayment of notes payable – stockholders		-			(130,000	)
Deferred financing costs incurred		(111,042	)
Dividends		-			(200,000	)
Net cash provided by financing activities		1,854,501			1,106,835
Net increase (decrease) in cash		499,130			(153,149	)
Cash, beginning of year		2,153			155,302
Cash, end of year	$	501,283		$	2,153
Supplemental disclosure of cash flow information:
Cash paid for interest	$	394,344		$	74,513
Non-cash investing and financing activities:
Property and equipment acquired with capital lease	$	-		$	156,020
Business relationships acquired with debt	$	-		$	874,468
Business relationships acquired through bargain purchase gain	$	-		$	2,125,532

See notes to consolidated financial statements.

F-12

MR2 GROUP, INC. (FORMERLY PRECISION, INC.) AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

NOTE 1 – Organization, Nature of Business, Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Historically, a significant portion of the Company’s revenues and receivables are concentrated with a relatively few customers (Note 10). In addition, the Company’s revenues tend to increase during election years and decrease significantly during off years.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings, but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC (Note 11), with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

F-13

NOTE 2 – Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Precision and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities are not consolidated.

Basis of Presentation and Accounting and Restatement. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Notes 6 and 9).

In May 2018 it was determined that, as a result of a clerical error, the current portion of the Company’s long-term debt obligations as of December 31, 2017, as presented in the Company’s audited financial statements on Form S-1 was understated by approximately $275,000. Accordingly, in the accompanying financial statements, current portion of long-term debt has increased and other long-term debt, net of current portion has decreased by such amount from the previously reported amounts. 

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the allocation of the purchase price in business combination transactions and related useful or economic lives and impairment considerations related to long-lived assets, including property and equipment and customer relationships. Actual results could differ from those estimates.

Cash Equivalents. Cash equivalents, if any, include highly-liquid investments and money market accounts with initial maturities of three months or less.

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment, furniture and fixtures, and including amortization of leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset (typically 5 to 7 years) or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization are not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

F-14

Intangible Assets. Intangible assets consist of acquired customer relationships and computer software. “Customer relationships” is a finite-lived asset acquired in a business combination transaction (Note 7). Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031).

Computer software consists of third-party developed and purchased software, which meets the definition of internal-use software, has both of the following characteristics:

a.	The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.
b.	During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Deferred Financing Costs. The Company capitalizes debt issuance costs, which typically include legal and other direct costs related to the issuance of debt. The capitalized costs are amortized to interest expense over the contractual term of the debt using a method that approximates the effective interest method. Deferred financing costs related to the term loan are presented as a reduction of the related debt, and deferred financing costs related to the Line of Credit are presented separately as an asset on the balance sheet.

Revenue Recognition. The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Considering guidance outlined within ASC 606-10-25-27, our revenues are recognized ratably over the terms of both short-term and long-term contracts, as performance obligations are satisfied over time.

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $53,081 and $159,348 for 2017 and 2016, respectively. Such were related primarily to marketing expenses of our online service.

Income Taxes. Precision has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we will recognize deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

F-15

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2018.

NOTE 3 – Related Party Transactions and Balances

Deferred Compensation

During 2016, the Company entered into an agreement to defer the compensation of certain stockholders. The amounts deferred are payable at the discretion of the stockholders and included in accrued expenses. In certain instances, stockholders use personal credit cards for business related expenses. Upon submission of expense receipts, the stockholders are reimbursed for such expenses or the respective stockholder’s deferred compensation account is increased. The outstanding balance of deferred compensation was $96,508 at December 31, 2017 and $132,842 at December 31, 2016.

Demetri Transportation, LLC

During 2016, the Company entered into an agreement with Demetri Transportation, LLC, a Nevada limited liability company, an entity wholly-owned by the Company’s President (“Demetri”) to lease a vehicle for Company use to shuttle employees to/from predesignated locations and the Company’s headquarters. The Company pays a monthly lease of approximately $1,000 and had approximately $12,000 in outstanding payables to Demetri as of December 31, 2017, and no outstanding payables to Demetri as of December 31, 2016.

Notes Payable, Stockholders

The Company borrows from its stockholders. (Note 8).

NOTE 4 – Property and Equipment, Net

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	1,099,461		$	1,839,610
Furniture and fixtures		157,241			252,205
Leasehold improvements		830,860			854,633
		2,087,562			2,946,448
Less: accumulated depreciation and amortization		(1,015,430	)		(1,629,846	)
	$	1,072,132		$	1,316,603

Depreciation expense was $349,264 and $280,872 for the years ended December 31, 2017 and 2016, respectively.

The Company leases certain property and equipment under capital lease agreements with a cost of $106,651 and $202,716 as of December 31, 2017 and 2016, respectively.

F-16

NOTE 5 – Intangible Assets, Net

In July 2016, the Company acquired customer relationships from a division of SHC Universal known as Universal Survey Center Inc. (“Universal”) in a business combination (Note 7). Management’s estimate of the acquired value of the customer relationships was $4,158,000 using a discounted cash flow approach to value. The Company also owns computer software intangibles. Changes in Customer Relationship and computer software during the periods presented follow:

	As of December 31,
	2017			2016
Customer relationships, beginning of year	$	4,158,000		$	-
Additions		-			4,158,000
Disposals		-			-
		4,158,000			4,158,000
Accumulated Amortization		(392,700	)		(115,500	)
Customer relationships, end of year	$	3,765,300		$	4,042,500
Computer software, beginning of year	$	520,488		$	440,444
Additions		29,401			80,044
Disposals		(146,221	)		-
		403,668			520,488
Accumulated Amortization		(332,064	)		(351,394	)
Computer software, end of year	$	71,604		$	169,094

The Company expects 2018 amortization expense related to the customer contracts to be approximately $277,000, and amortization expense related to software to be similar in 2018 as in 2017. The remaining amortization period for customer relationships and computer software is approximately 13.5 years and 1 year, respectively.

NOTE 6 – Impairment of Long Lived Assets

The Company evaluates the carrying value of its long-lived assets (including property and equipment and intangible assets) for possible impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Generally, the Company recognizes an impairment loss for long-lived assets other than goodwill when the sum of undiscounted expected cash flows from use of the asset is less than its carrying amount. In the Company’s industry, while information about specific transactions appears limited, there are published information about certain metric such as pricing based on multiples of the revenues and operating income. Accordingly, when undiscounted cash flows are less than the carrying value of the related asset, estimated fair values may be calculated using a discounted cash flow approach to value and / or multiples of revenues and / or operating income. If the estimated fair value for a long-lived asset including goodwill is less than the carrying value, an impairment charge for the difference is recorded. No significant impairments were recorded during the years presented.

NOTE 7 – Business Combination

In July 2016, the Company acquired a division of Universal to enhance the Company’s position as a significant market survey provider. The primary reason for the combination was to acquire Universal customer relationships and related synergies and economies of scale expected from combining the new customers with the Company’s and moving the division’s operations from New York to Nevada. The division’s results of operations have been included in the Company’s operations beginning on July 20, 2016, the effective date. No goodwill was acquired in the transaction. Goodwill is the residual asset recognized in a business combination after recognizing all other identifiable assets acquired and liabilities assumed. Consideration consisted of $1.3 million in cash and approximately $0.9 million in contingent consideration. The estimated fair value of the assets acquired was $0.1 million for computer software and $4.2 million for customer relationships.

F-17

The estimated fair value of the contingent consideration was determined as 7.5% of total estimated revenue to be derived from the acquired customer relationships through August 2021 as specified in the agreement, paid annually and discounted to the effective date of the transaction using the discount rate applicable to estimating the fair value of the acquired business.

In summary, the Company acquired net assets with an estimated fair value of $4,300,000 for consideration of $2,174,468 (cash of $1,300,000 and contingent consideration of $874,468) resulting in a bargain purchase gain of approximately $2,125,000.

From the effective date of the acquisition, revenues from the customer relationships acquired have been substantial. The division’s activities were integrated into the Company’s other activities. Accordingly, earnings for the division subsequent to the effective date are not available. Information in the Company’s possession related to the revenues and earnings of the division prior to the effective date is incomplete and/or unavailable. Therefore, combined revenues and earnings of the Company and the division, as if the acquisition had occurred on January 1, 2015, is not presented.

Acquisition transaction costs related to the business combination totaling $1,322,596 is presented as a non-operating expense and consisted of approximately $80,000 in legal and consulting fees, $50,000 in travel expenses, $120,000 in professional service fees, and $1,070,000 of labor inefficiencies associated with transition services provided by Universal.

NOTE 8 – Debt:

Notes Payable, Stockholders. Notes payable to stockholders at December 31, 2017 and 2016 were reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.

During 2016, the Company received unsecured advances from stockholders that accrue interest at 10% per annum, with all principal and accrued interest originally due in October 2017.

Other Long-term Debt. Other long-term debt consists entirely of the following:

	As of December 31,
	2017			2016
Revolving Line of Credit	$	2,450,656		$	1,352,797
Term Loan		1,183,462			-
Contingent Consideration Payable		654,755			874,468
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		106,651			202,716
		4,460,524			2,494,981
Less: current portion of long-term debt		( 653,971	)		(315,778	)
	$	3,806,553		$	2,179,203

The non-current portion of long-term debt is all due in 2019.

Term Loan. In September 2017, the Company obtained a new long-term credit agreement with a financial institution with an average monthly interest rate of approximately 3.59%, maturing in March 2019, for the purpose of settling the Universal litigation (Note 10), accounts payable and deferred compensation.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.00% at December 31, 2017). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client. This type of lending model is based on borrowing limits as a percentage of accounts receivable and additional concentration limitations per client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

F-18

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.02% at December 31, 2016).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of December 31, 2016, the entire balance is classified as other long-term debt, and as of December 31, 2017, $40,000 is classified as long-term, and the remainder is classified as short-term.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At December 31, 2017, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately will be due $250,000 in 2018.

Future minimum rental payments on the capital leases are as follows:

2018	$	95,757
2019		20,209
		115,966
Less: amount representing interest		(9,315	)
	$	106,651

See Note 11 for additional borrowings subsequent to December 31, 2017.

NOTE 9 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

F-19

In connection with the Universal acquisition, the Company recognized the acquired assets at fair value relying primarily on discounted cash flow methodologies and other metrics management believes market participants use, including capitalization and discount rates, and revenue and earnings multipliers. Additionally, the Company is required to pay the sellers contingent consideration based on 7.5% of future revenues from customer relationships acquired through August 2021. Initially the contingent consideration was valued using discount rates implicit in the transaction. The basis for changes to the estimated fair value of the contingent consideration include revised estimates of future revenues from the identified customers and then appropriate discount rates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative of current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

NOTE 10 – Commitments and Contingencies

Concentrations of Credit Risk and Allowance for Doubtful Collection. While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

The Company manages credit risk concentrations by evaluating the customer’s credit worthiness before extending credit, and monitors collections thereafter. Since customer credit is generally extended on a short-term basis (net due in 30 to 60 days), receivables do not bear interest. Accounts receivable are carried, net of an appropriate allowance, at their estimated collectible value. Accounts receivable are regularly evaluated for collectability, and the allowance for doubtful accounts is adjusted quarterly when appropriate based primarily on customers’ past credit history and known and estimated current financial condition, and the relative strength of the Company’s relationship with the customer. Accounts with invoices outstanding over 90 days are considered delinquent; however, customary collection efforts are initiated as an invoice approaches 45 days past due. At the time that all reasonable collection efforts are exhausted and the likelihood of collecting the outstanding balance is remote, account balances are written-off. However, write-offs have not been significant. The maximum losses the Company would incur if a customer failed to pay amounts owed would be limited to the recorded amount due net of any allowances provided.

F-20

Other Credit Risk Concentration. The Company maintains all of its cash accounts at one financial institution and, at times, balances may exceed federally insured limits. However, the extent of loss, if any, if the financial institution were to fail is not subject to estimation.

Litigation. The Company is subject to lawsuits and claims that arise in the normal course of business. While any litigation has an element of uncertainty, management believes that the final outcome of these matters will not have a material adverse effect upon the Company’s future financial position, results of operations, and cash flows.

Headwaters MB- Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters was for billings that were not founded in any implied, verbal, or written contract. Such matter was settled on April 10, 2018 (Note 8).

Universal - In July 2016, the Company acquired a division of Universal and entered into a 90-day transition services agreement whereby the Company engaged Universal to provide certain transition services. The Company disputed certain billings and refused to pay the disputed amounts pending investigation. Universal filed suit for collection. The Company filed a counter claim stating the subject of non-payment related to erroneous over-billings. The matter was settled in September 2017 for approximately $501,000, which approximated the Company’s recorded liability.

Operating Lease Obligations. The Company has an operating lease for office space with an unrelated party which requires monthly payments ranging from approximately $30,000 to $35,000 through its expiration in December 2019. The lease also provides for the reimbursement of certain property expenses by the Company. Rent expense associated with the office lease is recognized on a straight-line basis and totaled approximately $353,852 and 423,365 during 2017 and 2016, respectively.

During 2016, the Company entered into an operating lease for certain transportation equipment with a related entity under common ownership. The lease requires monthly payments of approximately $1,000 through its expiration in July 2019. Rent expense for the related party lease was approximately $12,000 for 2017 and approximately $5,000 for 2016.

Future minimum lease payments, not including reimbursement of property expenses, are as follows:

2018	$	434,445
2019	$	434,445

NOTE 11 – Subsequent Events

Management has made an evaluation for subsequent events requiring recognition or disclosure in these combined financial statements through April 23, 2018, which is the date these consolidated financial statements were available to be issued, and, except as discussed below and at Note 2 “Income Taxes, Note 8, none were identified.

Effective January 1, 2018, we renewed a five-year contract with our largest customer, National Opinions Research Center, for which we anticipate annual revenues of $5 million to $6 million in each fiscal year during that period.

On March 22, 2018, the Company and its line of credit lender entered into a modification agreement of the original terms of the line of credit to provide for relief from certain covenant violations as of December 31, 2017 and January 31, 2018. Under the terms of the loan amendment, the interest rate was increased from prime plus 2.5% to prime plus 4.0. Since March 22, 2018, the Company has remained in compliance with its bank covenants.

On January 25, 2018, the Company obtained an additional working capital advance under its Term Loan of $175,000. As part of the loan modification with the Company’s line of credit lender, the Term Loan lender agreed to extend the maturity of the Term Loan to July 2019.

In March 2018, we entered into a letter of intent agreement with Marketing Analysts, LLC, a South Carolina LLC, dba MAi Research (“MAi”), to purchase all of its assets except cash, accounts receivable, and certain known liabilities The total purchase price of the acquisition will be based on MAi’s 2017 audited earnings as defined and a multiple of five times. We estimate that such will result in a purchase price of approximately $4 million. The acquisition is scheduled to close concurrently with our planned Initial Public Offering. We intend to use a portion of the funds to be raised to fund 60% of the acquisition, payable over two years, with half of such amount to be paid in cash at closing. The remainder of the acquisition price will be paid with shares of the Company’s common stock over two years with half of such shares issued at closing and valued at the offering price. As such, the acquisition of MAi is contingent upon successfully completing the planned offering.

F-21

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

INDEX TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-23
Consolidated Statements of Income (Loss) and Members’ Equity	F-24
Consolidated Statements of Cash Flow	F-25
Notes to Unaudited Consolidated Financial Statements	F-26

F-22

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2018 (UNAUDITED) AND DECEMBER 31, 2017

	March 31, 2018			December 31, 2017
ASSETS
Current assets
Cash	$	588,519		$	725,260
Accounts receivable		368,150			1,023,800
Prepaids and other assets		32,963			28,895
		989,631			1,777,955
Property and equipment, net		13,176			12,771
	$	1,002,807		$	1,790,727
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable		346,649			362,990
Other accrued liabilities		215,430			284,603
Unearned revenue		188,599			463,977
Line of credit		342,742			342,742
		1,093,420			1,454,312
Members’ equity (deficit)		(90,613	)		336,414
	$	1,002,807		$	1,790,727

See notes to consolidated financial statements.

F-23

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND MEMBERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	March 31, 2018			March 31, 2017
Revenues:	$	842,300		$	1,995,303
Operating expenses:
Production costs		407,694			838,612
Selling, general, and administrative		704,483			721,586
Depreciation and amortization		1,067			829
		1,113,244			1,561,027
Operating income (loss)		(270,944	)		434,276
Other income (expense):
Other income					9,592
Interest expense		(5,344	)		(5,796	)
Net income (loss)	$	(276,287	)	$	438,072
Members’ equity, beginning of year		336,414			236,678
Net income (loss)	$	(276,287	)	$	438,072
Contributions		-			-
Dividends		(150,740	)		(21,581	)
Members’ equity (deficit) , end of quarter	$	(90,613	)	$	653,169

See notes to consolidated financial statements.

F-24

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 (UNAUDITED)

	March 31, 2018			March 31, 2017
Operating activities:
Net income (loss)	$	(276,287	)	$	438,072
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		1,067			829
(Increase) decrease in operating assets:
Accounts receivable		655,650			218,118
Prepaid expenses and other		(4,067	)		(136,103	)
Increase (decrease) in operating liabilities:
Accounts payable		(16,341	)		273,111
Other accrued liabilities		(69,173	)		(170,184	)
Unearned revenue		(275,378	)		(430,417	)
Net cash provided by operating activities		15,470			193,425
Investing activities:
Purchase of property and equipment		(1,471	)		-
Cash used in investing activities		(1,471	)		-
Financing activities:
Dividends		(150,740	)		(21,581	)
Cash use in financing activities		(150,740	)		(21,581	)
Net increase (decrease) in cash		(136,741	)		171,844
Cash, beginning of year		725,260			550,982
Cash, end of quarter	$	588,519		$	722,825
Supplemental disclosure of cash flow information:
Cash paid for interest	$	5,344		$	5,796

See notes to consolidated financial statements.

F-25

MARKETING ANALYSTS, LLC AND AFFILIATE

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017

Note 1 - Organization and Nature of Business

Marketing Analysts, LLC (“MAi” or the “Company”) is an independent research services firm. We work with business and technology leaders to help them develop customer-focused strategies that drive growth. Since 1982, MAi, originally Marketing Analysts incorporated, has been delivering accurate, actionable research to some of the most successful companies in the world. We help our clients promote their brands and understand their customers using proven research methodologies, innovative analytic techniques, and the insight of our experience. Our commitment to excellence has led us to develop new methodologies, new questionnaire designs, new analytical techniques, and new research applications. We invest in development so we can better serve our clients and ensure their success in marketing and developing their products.

Note 2 - Basis of Presentation

As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 and 2016 annual consolidated financial statements and notes thereto included elsewhere in this Form S-1.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The consolidated financial statements include the accounts of Marketing Analysts, LLC and its affiliate. All material intercompany accounts and transactions have been eliminated in consolidation.

Note 3 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost), and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

F-26

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative of current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

NOTE 4 – Commitments and Contingencies

Payments to Previous Stockholder. The Company has an agreement in place with a former stockholder of the Company. As part of his separation agreement from the Company, which was entered into during 2012, he is entitled to 15% of the adjusted net income of the Company for each of the seven fiscal years beginning on January 1, 2013 through December 31, 2019, payable by April 15^th of the following year. The expense associated with this fee is recognized in the year it is incurred. For the quarter ended March 31, 2018, no expense was incurred, and was estimated to be approximately $77,000 for the quarter ended March 31, 2017.

NOTE 5 – Subsequent Events

On June 2, 2018, we entered into a definitive asset purchase agreement to sell substantially all of the assets of MAi Research, except cash on hand, accounts receivable, and assume certain known liabilities to MR2 Group, Inc. (“MR2”). The TOTAL purchase price of the acquisition will equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. Based upon the above, the purchase price will be $3,583,715. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of the initial public offering of MR2.

F-27

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-29
Consolidated Balance Sheets	F-30
Consolidated Statements of Income and Member’s Equity	F-31
Consolidated Statements of Cash Flow	F-32
Notes to Consolidated Financial Statements	F-33

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the President
of Marketing Analysts, LLC and Affiliate

Charleston, South Carolina

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Marketing Analysts, LLC and Affiliate (the Company) as of December 31, 2017 and December 31, 2016, and the related consolidated statements of income and members’ equity, and cash flows for each of the years then ended, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and December 31, 2016, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Sobel & Co., LLC

Certified Public Accountants

Livingston, New Jersey

June 4, 2018

F-29

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2017 AND 2016

	2017		2016
ASSETS
Current assets
Cash	$	725,260	$	550,982
Accounts receivable		1,023,800		1,294,977
Prepaids and other assets		28,895		67,917
		1,777,955		1,913,876
Property and equipment, net		12,771		12,616
	$	1,790,727	$	1,926,492
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$	362,990	$	588,975
Other accrued liabilities		284,603		318,608
Unearned revenue		463,977		439,488
Line of credit		342,742		342,742
		1,454,312		1,689,814
Member’s Equity		336,414		236,678
	$	1,790,727	$	1,926,492

See notes to consolidated financial statements.

F-30

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF INCOME AND MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2017 AND 2016

	2017			2016
Revenues:	$	6,139,728		$	5,306,472
Operating expenses:
Production costs		2,472,634			1,905,703
Selling, general, and administrative		3,017,362			2,880,444
Depreciation and amortization		3,618			2,524
		5,493,614			4,788,670
Operating income		646,113			517,801
Other income (expense):
Other income		12,327			13,096
Interest expense		(22,816	)		(24,115	)
Net income	$	635,624		$	506,782
Members’ equity, beginning of year	$	236,678			(211,946	)
Net income		635,624			506,782
Dividends		(535,888	)		(58,158	)
Members’ equity, end of year	$	336,414		$	236,678

See notes to consolidated financial statements.

F-31

MARKETING ANALYSTS, LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF CASH FLOW

YEARS ENDED DECEMBER 31, 2017 AND 2016

	2017			2016
Operating activities:
Net income	$	635,624		$	506,782
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		3,618			2,524
(Increase) decrease in operating assets:
Accounts receivable		271,177			(606,066	)
Prepaid expenses and other		39,021			(11,429	)
Increase (decrease) in operating liabilities:
Accounts payable		(225,986	)		139,024
Other accrued liabilities		(34,005	)		60,605
Unearned revenue		24,489			147,478
Net cash provided by operating activities		713,939			238,919
Investing activities:
Purchase of property and equipment		(3,773	)		(4,515	)
Cash used in investing activities		(3,773	)		(4,515	)
Financing activities:
Dividends		(535,888	)		(58,158	)
Cash use in financing activities		(535,888	)		(58,158	)
Net increase in cash		174,278			176,246
Cash, beginning of year		550,982			374,736
Cash, end of year	$	725,260		$	550,982
Supplemental disclosure of cash flow information:
Cash paid for interest	$	22,816		$	24,115

See notes to consolidated financial statements.

F-32

MARKETING ANALYSTS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

NOTE 1 – Organization and Nature of Business

Marketing Analysts, LLC (“MAi” or the “Company”) is an independent research services firm. We work with business and technology leaders to help them develop customer-focused strategies that drive growth. Since 1982, MAi, originally Marketing Analysts incorporated, has been delivering accurate, actionable research to some of the most successful companies in the world. We help our clients promote their brands and understand their customers using proven research methodologies, innovative analytic techniques, and the insight of our experience. Our commitment to excellence has led us to develop new methodologies, new questionnaire designs, new analytical techniques, and new research applications. We invest in development so we can better serve our clients and ensure their success in marketing and developing their products.

Historically, a significant portion of the Company’s revenues and receivables are concentrated with a relatively few customers (Note 7).

NOTE 2 – Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of MAi and the related-party S-Corporation (Note 3). All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities, except as noted within Note 3, are not consolidated.

Basis of Presentation and Accounting. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Note 7).

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the percentage of completion for services performed, including the recording of revenue.

Cash. Cash includes “highly-liquid” investments and money market accounts with initial maturities of three months or less.

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment is provided principally using the straight-line method. Equipment is depreciated over the useful life of the asset (typically 5 to 7 years). Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Revenue Recognition. The Company generates revenues from delivering market research analysis, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized over the term of the contract, as certain internally defined milestones are attained.

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $10,035 and $4,402 for 2017 and 2016, respectively.

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Income Taxes. As the Company is structured as an LLC, its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact of certain pronouncements, as noted below:

In November 2017, the FASB issued a new standard ASU No.2017-14, “Income Statement – Reporting Comprehensive Income” (Topic 815), “Revenue Recognition” (Topic 605) and “Revenue from Contracts with Customers” (Topic 606). The new standard provides guidance in these areas pursuant to certain SEC Staff Accounting Bulletin and Release, as they relate to the presentation of revenue recognition matters on the statement of comprehensive income. It will be effective for public entities concurrent with the effectuation of other revenue recognition standards. The Company does not anticipate the adoption of this ASU to have a significant impact on its presentation within the statement of income and retained earnings.

In January 2017, the FASB issued a new standard ASU No.2017-01, “Business Combinations” (Topic 805). The new standard provides guidance to clarify the definition of a ‘business’ and assist entities in evaluation whether a transaction should be accounted for as an acquisition/disposal of assets or a business. It will be effective for public entities for fiscal years and interim periods, beginning after December 15, 2017, with limited early application. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its presentation within the statement of cash flows.

In August 2016, the FASB issued a new standard ASU No.2016-15, “Statement Cash Flows “Classification of Certain Cash Receipts and Cash Disbursements” Topic 230). The new standard provides guidance as to the conformity of presentation of certain cash receipts and disbursements. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2017. The Company does not anticipate the adoption of this ASU will have a significant impact on its presentation within the statement of cash flows.

In June 2016, the FASB issued a new standard ASU No.2016-13, “Financial Instruments – Credit Losses” (Topic 326).: The new standard is intended to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2018. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

F-34

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017 for PBEs and certain specified entities and December 15, 2018 for all other entities, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2019.

NOTE 3 – Related Party Transactions and Balances

The stockholders of the Company also own equal shares in an S-corporation, which serves solely to pay the salaries of the stockholders, in their capacity as officers of the Company. Such S-corporation is funded by the Company, and all such funds are distributed as salaries to the stockholder officers. As such, the S-corporation is consolidated into the operations of the Company. This related party has no assets, liabilities, or equity as of December 31, 2017 and 2016, and has 268 authorized, issued, and outstanding shares, with no par or stated value.

Further, we pay a former stockholder an annual fee based on adjusted net income (Note 7).

Lastly, we pay a different former stockholder a fee, payable monthly, for consulting services provided to the Company. For each of the years ended 2017 and 2016, such fee was approximately $12,000.

NOTE 4 – Property and Equipment, Net

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	20,350		$	16,576
Less: accumulated depreciation		(7,578	)		(3,960	)
	$	12,771		$	12,616

Depreciation expense was $3,618 and $2,524 for the years ended December 31, 2017 and 2016, respectively.

NOTE 5 – Debt:

Short-term debt consists entirely of the following:

Revolving Credit Line. In January 2017, the Company renewed its existing line of credit originally scheduled to mature in January 2017. The line of credit featured maximum borrowings of $500,000 with an interest rate of prime plus 0.5%, maturing in July 2018 (5.00% at December 31, 2017). Accordingly, the line of credit is classified as short-term as of December 31, 2017 and 2016. This agreement provides for advances based on agreed percentages of accounts receivable. This type of lending model based on borrowing limits as a percentage of accounts receivable is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

NOTE 6 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost), and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

F-35

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, and inconsequential and / or floating rates of interest, if any.

NOTE 7 – Commitments and Contingencies

Concentrations of Credit Risk and Allowance for Doubtful Collection. While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		5			6
Percentage of revenues accounted for by such customers		45	%		41	%
Range of annual revenues associated with such customers		6-13	%		5-9	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		7			8
Total accounts receivable from these customers		86	%		74	%
Range of total accounts receivable from these customers		5-25	%		6-22	%

The Company manages credit risk concentrations by evaluating the customer’s credit worthiness before extending credit, and monitors collections thereafter. Since customer credit is generally extended on a short-term basis (net due in 30 days), receivables do not bear interest. Accounts receivable are carried, net of an appropriate allowance, at their estimated collectible value. Accounts receivable are regularly evaluated for collectability, and the allowance for doubtful accounts is adjusted quarterly when appropriate based primarily on customers’ past credit history and known and estimated current financial condition, and the relative strength of the Company’s relationship with the customer. Accounts with invoices outstanding over 60 days are considered delinquent; however, customary collection efforts are initiated as an invoice approaches 30 days past due. At the time that all reasonable collection efforts are exhausted and the likelihood of collecting the outstanding balance is remote, account balances are written-off. However, write-offs have not been significant. The maximum losses the Company would incur if a customer failed to pay amounts owed would be limited to the recorded amount due net of any allowances provided.

F-36

Other Credit Risk Concentration. The Company maintains all of its cash accounts at two financial institutions and, at times, balances may exceed federally insured limits. However, the extent of loss, if any, if the financial institution were to fail is not subject to estimation.

Litigation. The Company is subject to lawsuits and claims that arise in the normal course of business. While any litigation has an element of uncertainty, management believes that the final outcome of any such matters will not have a material adverse effect upon the Company’s future financial position, results of operations, and cash flows.

Payments to Previous Stockholder. The Company has an agreement in place with a former stockholder of the Company. As part of his separation agreement from the Company, which was entered into during 2012, he is entitled to 15% of the adjusted net income of the Company for each of the seven fiscal years beginning on January 1, 2013 through December 31, 2019, payable by April 15^th of the following year. The expense associated with this fee is recognized in the year it is incurred and totaled approximately $79,000 for each of the years ended 2017 and 2016.

Operating Lease Obligations. The Company has an operating lease for office space with an unrelated party which requires monthly payments ranging from approximately $3,200 to $3,700 through its expiration in October 2020. Rent expense associated with the office lease is recognized on a straight-line basis and totaled approximately $41,726 and $38,532 during 2017 and 2016, respectively.

During 2015, the Company entered into an operating lease for certain office equipment with unrelated parties which require quarterly payments of $401 through its expiration in July 2019. Rent expense for this lease was approximately $1,600 for 2017 and 2016.

During 2017, the Company entered into an operating lease for certain office equipment with unrelated parties which require monthly payments of $179 through its expiration in October 2020. Rent expense for the related party lease was approximately $400 for 2017.

Future minimum lease payments are as follows:

2018	$	44,915
2019	$	45,749
2020	$	34,355

NOTE 8 – Subsequent Events

Management has made an evaluation for subsequent events requiring recognition or disclosure in these combined financial statements through June 8, 2018, which is the date these consolidated financial statements were available to be issued, and, except as discussed below, none were identified.

On June 2, 2018, we entered into a definitive asset purchase agreement to sell substantially all of the assets of MAi Research, except cash on hand, accounts receivable, and assume certain known liabilities to MR2 Group, Inc. (“MR2”). The TOTAL purchase price of the acquisition will equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. Based upon the above, the purchase price will be $3,583,715. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of the initial public offering of MR2.

F-37

      shares

Common Stock

PROSPECTUS

ThinkEquity

A division of Fordham Financial Management, Inc.

Until          , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The date of this prospectus is               , 2018.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuances and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the Nasdaq Capital Market application and listing fee.

SEC registration fee	$	2,255.02
FINRA filing fee	$	3,216.87
Nasdaq Capital Stock Market Application & Listing Fee	$	47,000.00
Legal fees and expenses *	$	200,000.00
Accounting fees and expenses *	$	100,000.00
Transfer Agent’s fees and expenses *	$	5,000.00
Printer and engraving expenses *	$	5,000.00
Miscellaneous	$	528.11
TOTAL	$	363,000.00

* Estimated

Item 14. Indemnification of Directors and Officers.

Nevada Revised Statutes (“NRS”) Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.

Under NRS Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the NRS would permit indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 15. Recent Sales of Unregistered Securities.

We have not engaged in any recent sales of unregistered securities in the past three years.

The Company will issue an aggregate of 65,414 shares of common stock, par value $0.001 per share, in connection with the Reorganization.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated by reference herein.

(b) Financial Statement Schedules.

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

97

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

98

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on the 13th day of June , 2018.

MR2 GROUP, INC. (Registrant)
By:	/s/ James T. Medick
Name:	James T. Medick
Title:	President (Principal Executive Officer)

Name	Title	Date
/s/ James T. Medick	President and Director (Principal Executive Officer)	June 13, 2018
James T. Medick
/s/ Bruce Baum	Chief Financial Officer (Principal Financial and Accounting Officer), and Chief Operating Officer	June 13, 2018
Bruce Baum
/s/ *	Director**	June 13, 2018
John F. Marz
/s/ *	Director**	June 13, 2018
A. Randall Thoman
/s/ *	Director**	June 13, 2018
Martin P. Fingerhut

* By James T. Medick, attorney-in-fact

** Director effective upon closing of the offering

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
1.1 #	Form of Underwriting Agreement
3.1*	Articles of Incorporation
3.2*	Amended and Restated Articles of Incorporation
3.3*	Form of Second Amended and Restated Articles of Incorporation
3.4*	By-laws
4.1 #	Form of common stock certificate
5.1 #	Opinion of Sichenzia Ross Ference Kesner LLP
10.1*	Employment Agreement, by and between Precision Opinion, Inc. and James Medick, dated January 1, 2014
10.2*	Employment Agreement, by and between Precision Opinion, Inc. and Bruce Baum, dated May 1, 2016
10.3*	Promissory Note, dated October 20, 2016
10.4*	Promissory Note, dated October 20, 2016
10.5*	Note Modification Agreement, by and between Precision Opinion, Inc. and Michael France, dated September 2017
10.6*	Note Modification Agreement, by and between Precision Opinion, Inc. and Guthrie Rebel, dated September 2017
10.7*	Loan and Security Agreement with Heritage Bank of Commerce
10.8*	Intellectual Property Security Agreement with Heritage Bank of Commerce
10.9* *	Subcontract Agreement, by and between National Opinion Research Center (NORC) and Precision Opinion, Inc., dated July 25, 2012
10.10* *	Subcontract Agreement, by and between National Opinion Research Center (NORC) and Precision Opinion, Inc., dated January 1, 2018
10.11* *	Master Service Agreement, by and between RTI International and Precision Opinion, Inc., dated February 17, 2017
10.12* *	Master Service Agreement, by and between RTI International and Precision Opinion, Inc., dated June 15, 2017
10.13* *	Subcontract Agreement, by and between IMPAQ International, LLC and Precision Opinion, Inc., dated April 6, 2017
10.14* *	Subcontract Modification #1, by and between IMPAQ International, LLC and Precision Opinion, Inc., dated September 8, 2017
10.15 #	Form of Contribution Agreement
10.16**	Subordination Agreement, by and between James T. Medick and Heritage Bank of Commerce, dated March 22, 2018
10.17**	First Amendment to Loan and Security Agreement with Heritage Bank of Commerce, dated March 22, 2018
10.18**	Affirmation of and Amendment to Subordination Agreement by and among Heritage Bank of Commerce, Guthrie Rebel and Michael France, dated March 22, 2018
10.19**	Unconditional Guaranty of James T. Medick, dated March 22, 2018
10.20**	Business Loan & Security Agreement, by and between Precision Opinion, Inc. and Super G Capital, LLC, dated September 19, 2017
10.21**	Guaranty and Suretyship Agreement, by and between Super G Capital, LLC and James T. Medick, dated September 19, 2017
10.22**	First Amendment to Loan Agreement, by and between Precision Opinion, Inc. and Super G Capital, LLC, dated January 25, 2018
10.23**	Second Amendment to Loan Agreement, by and between Super G Capital, LLC and Precision Opinion, Inc., dated March 22, 2018
10.24**	Asset Purchase Agreement, by and between Acquisition Corp. 1, an affiliate of MR2 Group, Inc., and Market Analysts LLC d.b.a Mai Research, dated June 2, 2018
10.25**	Executive Employment Agreement, by and between Richard Serrins and Acquisition Corp. 1, an affiliate of MR2 Group, Inc., dated June 2, 2018
10.26**	Executive Employment Agreement, by and between Robert Pasquale and Acquisition Corp. 1, an affiliate of MR2 Group, Inc., dated June 2, 2018
10.27**	Lease Agreement, by and between Charlotte D. Harrell, LLC and Market Analysts, LLC d/b/a MAi Research, dated September 28, 2015
21.1 #	List of Subsidiaries
23.1**	Consent of Piercy Bowler Taylor & Kern
23.2**	Consent of Sobel & Co., LLC
23. 3#	Consent of Sichenzia Ross Ference Kesner LLP (included in exhibit 5.1)
24.1*	Power of Attorney (included in the signature page to the registration statement)
99.1**	Consent to Serve of John F. Marz
99.2**	Consent to Serve of A. Randall Thoman
99.3**	Consent to Serve of Martin P. Fingerhut
*	Previously filed on April 25, 2018.
* *	Filed herewith.
#	To be filed by amendment.

100

EX-10.9

CDC CONTRACT NO. 200-2012-51130

Subcontract NO. 7400.Precision Opinion.01

SUBCONTRACT AGREEMENT

Subcontract Number:	7400.Precision Opinion.01
Issued to:	James T. Medick, President Precision Opinion 101 Convention Center Drive Plaza 124 Las Vegas, NV 89109 Telephone: 800-780-2790                    702-483-4000 Fax:            702-483-4100 Email: jmedick@precisionopinion.com
Issued by:	James P. Casey Sr. Contracts Manager National Opinion Research Center (NORC) 55 East Monroe Street, Room 2003 Chicago, IL 60603 Phone: 312-325-2504 Fax:     312-759-4004 Email: casey-james@norc.org
Initial Subcontract Amount	$1,000,000.00
Prime Contract: Number:	Prime Contract No. 200-2012-51130
Project Title:	National Immunization Survey
Client:	Centers for Disease Control and Prevention
Key Subcontract Dates:
Effective Date:	July 25, 2012
Expiration Date:	April 30, 2013

The Exhibits set forth below and attached to this Subcontract Agreement are incorporated herein:

EXHIBIT A.	Statement of Work
EXHIBIT B.	Government Provisions
EXHIBIT C.	Government CCR Representations and Certifications

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 2

1. SUBCONTRACT AGREEMENT

This agreement is between the National Opinion Research Center, a not-for-profit Colorado Corporation (hereinafter referred to as “NORC”) and Precision Opinion, LLC, a Nevada corporation (hereinafter referred to as “Subcontractor”).

1.01         Subcontract Requirements

(A)       NORC hereby agrees to receive the services and deliverables (“Work”) as specifically set forth in Exhibit A (“Statement of Work”), and Subcontractor hereby agrees to the timely delivery of said Work and in exchange NORC hereby agrees to remit monies according to the Payment Schedule, as provided under Section 2, upon the conditions provided in this agreement (“Subcontract Agreement”). In the event that a Government Contract number is specified in section 1.01.B., supra, this Subcontract Agreement is expressly subject to and modified by the provisions set forth under Exhibit B (“Government Provisions”). It is expressly understood by Subcontractor that without a fully executed Subcontract Agreement, NORC shall not be responsible for any items allegedly purchased by and/or furnished to any NORC employee. At the sole discretion of NORC, any additional terms and conditions within Subcontractor invoices, statements, or other Subcontractor documents shall have no effect. It is understood that Work is undertaken hereunder by Subcontractor as an independent contractor and not as an employee or affiliate of NORC. Nothing contained in the Subcontract shall be construed to create a joint venture or partnership between the parties. NORC and Subcontractor identify below certain personnel necessary to this Subcontract Agreement, including:

(1)       Key Subcontractor Personnel. The following named key subcontractor personnel (“Key Personnel”) may not be replaced without providing NORC thirty (30) days written notice prior to the change and a resume of the suggested replacement. Only personnel having equal or greater qualifications will be considered as suitable replacements.

James T. Medick, 702-483-4000

Glynis Giangrande, 702-483-4000

(2)       Subcontract Representatives. NORC and Subcontractor shall each designate a Subcontract Representative, named below. In no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of this Subcontract including the Statement of Work, be effective or binding upon NORC or Subcontractor unless formalized by proper contractual documents executed by an individual authorized to bind the respective company.

NORC:	Michele Koppelman
	Executive Vice President for Operations and IT
	55 E. Monroe Street, Suite 3000 Chicago, IL 60603
	312-759-4016 Office
	312-759-4005 Fax
	773-814-8142 Cell
	koppelman-missy@norc.org

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 3

Subcontractor:	James T. Medick, President Precision Opinion 101 Convention Center Drive
	Plaza 124
	Las Vegas, NV 89109
	Telephone: 800-780-2790
	702-483-4100
	Fax:            702-483-4000
	Email: jmedick@precisionopinion.com

(3)       Technical Representatives. NORC and Subcontractor shall each designate a Technical Representative, named below. NORC’s Technical Representative is responsible for administering the technical performance of work under this Subcontract, in communication with the Subcontractor Technical Representative.

NORC:	Jenny Kelly
	Vice President
	1 North State Street, Suite 1607 Chicago, IL 60602 312.759.52l4 Office 312.759.4004 Fax kelly-jenny@norc.org
Subcontractor:	James T. Medick, President Precision Opinion 101 Convention Center Drive Plaza 124
	Las Vegas, NV 89109 Telephone:800-780-2790
	702-483-4000 Fax: 702-483-4100
	Email: jmedick@precisionopinion.com

(B)          Prime Contract.

(1) Subcontractor acknowledges and agrees that NORC is a party to a certain contract (“Prime Contract”) with its client (“Client”), identified as follows:

CDC Contract No. 200-2012-51130 for the project (“Project”) referenced therein. Appended as Exhibit B, Government Provisions, and incorporated into this Subcontract Agreement by reference, are applicable provisions of the Prime Contract, which shall have the same force and effect as if fully set forth herein, with the following modifications:

a)	The term “Secretary” means “the NORC President” or his authorized representative.
b)	The term “Contract” means “Subcontract.”
c)	The term “Contracting Officer” means “NORC Contracting Officer.”
d)	The term “Contractor” means “Subcontractor.”
e)	The term “Government” means “NORC.”
f)	The term “Schedule” means “Article I through 17.11 of this Subcontract,
g)	The term “Subcontract” means “lower-tier Subcontract.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 4

Subcontractor agrees to perform the Work under this Subcontract utilizing the Key Personnel in conformance with the applicable terms and conditions of the Prime Contract to the same extent as NORC is obligated there under. The parties hereto will take such actions as may be necessary or appropriate to facilitate NORC’s performance of the Prime Contract as it relates to this Subcontract. Notwithstanding any other provision hereof, any decision of the Client, including any Government Technical Representative or Contracting Officer of the Client under the Prime Contract, shall bind Subcontractor to the extent that it relates to this Subcontract upon being communicated to Subcontractor in writing by NORC.

1.02         Term: Extension

The term of this Subcontract Agreement (“Term”) shall commence on July 20, 2012 and expire on April 30, 2013, unless sooner terminated as otherwise provided in this Subcontract Agreement. At the option of NORC, the Term shall be extended for such additional time as may be determined necessary by NORC for purposes of fulfilling the requirements of the Prime Contract.

1.03         Supplemental Subcontract Requirements and Payment Schedules

During the Term, the parties hereto may from time to time agree to provision of additional Subcontract Requirements and, in such event the parties shall enter into supplemental written Subcontract Requirements and Payment Schedules, which shall without further action incorporate the terms and conditions of this Subcontract Agreement.

2.            PAYMENT

2.01        Time & Materials Contract

(A)      This agreement is awarded on a time and material basis and will be incrementally funded as NORC receives task orders under the NIS contract that requires the services of Subcontractor. The initial subcontract funding of this contract shall be $685,779, to support NORC’s scope of work for the first two Task Orders, Task Order #1 (NIS-Core, Quarters 3,2012) and Task Order #2 (NIS-Teen, Quarters 3 and 4, 2012) issued by the Government to NORC under the prime contract. At NORC’s discretion, incremental funding shall be provided if required to complete additional Task Orders under the Government contract Any costs which exceed the funded amount are incurred at the Subcontractor’s risk. The total cost to NORC for performance of the Work shall not exceed $1,000,000.00 which shall be the “Subcontract Cost Limitation.” NORC shall not be obligated to pay Subcontractor for an aggregate amount in excess of the Subcontract Cost Limitation and Subcontractor shall not be obligated to continue the Work once the aggregate amount of time and material costs incurred equal the Subcontract Cost Limitation.

(B)       If at any time during the period of performance Subcontractor concludes that the scope of work in Appendix A cannot be completed within the cost limit stated above, Subcontractor shall so notify NORC within 90 business days and shall provide, within 60 business days, an estimate of the additional funds which would be necessary to complete that scope of work. Upon notice, NORC may reduce the scope of work, revise the scope of work, increase the available funding, or advise Subcontractor to discontinue its efforts when the funds have been exhausted.

2.02         Payment Schedule

Provided Subcontractor has not caused an Event of Default under this Subcontract Agreement, or a material breach which by passage of time would become an Event of Default, NORC shall remit payment after Subcontractor’s satisfaction of the Statement of Work, as follows:

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 5

Subcontractor shall submit invoices by the tenth (10^th) of each month. Payment will be based on the following schedule and consideration:

1. All interviewer training hours will be invoiced at $ 15.00 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work

2. The production interviewing hours will be invoiced at $20.90 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work. In the event that the Subcontractors productivity falls below the standards as specified in the Statement of Work by as much as 20 percent (e.g., hours per completed case [for landline and cell cases combined] rises from 12.3 to 14.8), NORC will have the right to consider reduction of the hourly payment by $2.00 for each interviewer hour. Such considerations shall be discussed with the Subcontractor prior to NORC exercising such an adjustment to this hourly rate.

3. Refusal conversion and/or Hispanic interviewing hours will be invoiced at $22.50 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work.

2.03         Subcontractor Invoice Requirements

(A)       All invoices shall contain a detailed explanation of the basis of the requested payment and the subcontract number. Subcontractor will provide monthly invoices to NORC including interviewer names, hours worked, quarter number, project name, and type of activity (interviewing, training, refusal conversion, downtime). Invoices shall be sent to NORC at its address indicated below:

National Opinion Research Center

Attn: Nakia Sprouse, Sr. Financial Analyst

55 East Monroe Street, 30^th Floor

Chicago, IL 60603

BILLING INSTRUCTIONS

All invoices must be numbered consecutively, signed, and provide sufficient information to enable NORC to adequately evaluate and verify the accuracy and validity of the invoice. Invoices in the Subcontractor’s format shall, at a minimum, include the following as applicable;

●	Subcontractor name and invoice date,
●	subcontract number,
●	task number,
●	description of each line item included on the invoice,
●	units (hours or quantities) being billed,
●	unit prices,
●	extended totals, and
●	the certification statement specified in Article 2.03B of the Subcontract.
(B)	Subcontractor shall include with each invoice the following certification:

“I certify that this voucher reflects Precision Opinion, Inc’s request for reimbursement of allowable and allocable costs incurred in specific performance of work authorized under Prime Contract No. 200-2005-10460, and that these costs are true and accurate to the best of my knowledge and belief and includes indirect costs billed at rates no higher than those approved by Subcontractor’s Administrative Contracting Officer (ACO) or cognizant audit agency on (insert date of approval letter).”

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 6

(C)          NORC shall rely in good faith upon the Subcontractor’s certification that the charges are allowable under this Subcontract and the cost principles set forth in FAR Part 31 applicable to tire Subcontractor’s business type. In addition to any other indemnification obligations set forth in this Subcontract, the Subcontractor agrees to indemnify NORC for any and all claims, losses or damages, including reasonable attorney’s fees, which NORC sustains as a result of Subcontractor’s failure to invoice for indirect costs at rates approved by Subcontractor’s ACO.

(D)       On receipt and approval of the invoice or voucher designated by the Subcontractor as the “completion invoice” or “completion voucher” and upon compliance by the Subcontractor with all the provisions of this Subcontract, NORC shall promptly pay to the Subcontractor any balance of allowable costs. The completion invoice or voucher shall be submitted by the Subcontractor promptly following completion of the Work under this Subcontract but in no event later that three (3) months (or such longer period as NORC may in its discretion approve in writing) from the date of such completion.

(D)       The Subcontractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Subcontractor or any assignee under this Subcontract shall be paid, or where appropriate, credited, by the Subcontractor to NORC to the extent that they are properly allocable to costs for which the Subcontractor has been reimbursed by NORC under this Subcontract

(E)       After payment of ninety percent (90%) of the Subcontract Cost Limitation, NORC may withhold further payment pending establishment of a reserve of Twenty-Five Thousand Dollars ($25,000.00). This withholding shall be payable, 1) upon submission and acceptance of the final report, data, and/or deliverables, as set forth in the Statement of Work, and 2) upon submission and acceptance of the appropriate closing documents.

(F)       The Subcontractor shall further comply with the requirements of the Client pursuant to the Prime Contract.

2.03         Payment Terms

Payments shall be made within (30) days from receipt of a properly completed invoice. NORC shall report payments to Subcontractor as required under applicable law to the Internal Revenue Service.

2.04        Audit Provisions

NORC reserves the right, upon reasonable notice to Subcontractor, to make an audit of Subcontractor’s bills and records relating to this Subcontract Agreement. If such audit discloses an overpayment or over-billing in excess of five percent (5%) Subcontractor shall be obligated to pay all reasonable costs actually incurred by NORC with respect to the audit

3.            SUBCONTRACT REQUIREMENTS

3.01         Subcontract Requirements

Subcontractor shall timely provide all Work in strict compliance with the specifications of Exhibit A (“Statement of Work”).

3.02          Guaranteed Final Deliverable: Delivery and NORC Acceptance: Subcontractor Delay

(A)       Guaranteed Final Deliverable. Notwithstanding any provision of this Subcontract to the contrary, Subcontractor shall manage this Subcontract in such a manner so as to guarantee NORC the delivery of an acceptable final deliverable (the final report, data, and/or deliverables, as set forth in the Statement of Work) under this Subcontract. It is the Subcontractor’s responsibility to ensure at all times that adequate funds remain to cover all allowable costs necessary for the preparation and delivery of an acceptable final report, data, and/or deliverables, as set forth in the Statement of Work. All costs incurred by Subcontractor during preparation and delivery of an acceptable final deliverable(s) that are in excess of the funds remaining in the Subcontract shall be borne by Subcontractor.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 7

(B)       NORC Acceptance. Any and all acceptance by NORC of Subcontractor’s delivery of any Work shall require an express written certification thereof by the NORC Subcontract Representative.

(C)       Subcontractor Delay. Whenever Subcontractor knows or reasonably should know that any actual or potential condition is delaying or threatens to delay the timely performance of the Work, Subcontractor shall within ten (10) days give notice thereof, including all relevant information with respect thereto to NORC’s subcontract representative.

3.03         Warranty

Subcontractor warrants and represents to NORC that the Work which is created and delivered by Subcontractor shall not violate or infringe upon any person’s rights in patents, trademarks, copyrights, and/or other rights, and shall hold NORC harmless therefrom. All warranties and indemnifications shall run to NORC and its clients.

3.04         Work for Hire

Subcontractor stipulates and agrees that the creation of the Work, including any and all underlying and/or supporting source information, is solely for the mutual benefit of NORC and the Client, such shall be deemed a “work for hire,” with all right, title, and interest therein, in whole and each part, of any nature, type, and extent, within and without the United States, in its delivered form and any and all derivations thereof, the property of NORC and/or the Client, as shall be determined by NORC. Subcontractor agrees to execute from time to time such documents to evidence such rights of NORC and/or the Client and cooperate with NORC in its application for any registration and enforcement of any rights, including but not limited to patent, trademark, and copyright applications, prosecutions, infringement actions, and similar proceedings. NORC and/or the Client shall have the right to further transfer its rights in the Statement of Work without consent of the Subcontractor.

3.05         Publicity

In addition to the covenants regarding confidentiality and proprietary interests under Article 5, the Subcontractor shall not make any public statements, participate in interviews, or otherwise engage in any publicity regarding the Work without the express written consent of NORC.

3.06         Debarred/Suspended Certification

Subcontractor hereby certifies by acknowledgement or acceptance of this Subcontract to the best of its knowledge and belief, that:

1) Neither Subcontractor nor any of its Principals -

a)	Are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;
b)	Have within a three-year period preceding the Effective Date of this Subcontract, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or
c)	Are presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in this provision.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 8

2) Subcontractor has not, within a three-year period preceding the Effective Date of this Subcontract, had one or more contracts terminated for default by any Federal agency.

“Principles,” for the purposes of this certification, means: officers; directors; owners; partners; and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions). THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE. This certification is a material representation of fact. If it is later determined that Subcontractor knowingly rendered an erroneous certification, in addition to other remedies available to NORC, NORC may terminate this Subcontract for default without advance notice or opportunity to cure.

4.             SUBCONTRACTOR ACTIONS AND USE OF NORC PREMISES

4.01         Subcontractor Access

Subcontractor shall have limited access to NORC premises, or other site indicated in Exhibit A, during the regular business hours of NORC for delivery of the Work. Subcontractor shall not use such premises for any other purpose or in any manner which is unlawful or may be dangerous to persons or property.

4.02         Subcontractor Personnel

It is expressly understood and stipulated that the Subcontractor is an independent contractor of NORC and is expressly not an employee, affiliate, joint venture partner, or other partner of NORC. Subcontractor shall satisfy its obligations under this Subcontract Agreement personally (in the event that Subcontractor is an individual) or with its own employees (in the event Subcontractor is not an individual). NORC reserves the right from time to time to approve or remove any individuals proposed by Subcontractor to fulfill any aspect of the Subcontract Requirements.

4.03        Ultra Vires Actions

Subcontractor shall have no authority to bind NORC, incur debt in the name of NORC, or otherwise enter into any agreements concerning NORC without its express written authorization.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 9

5.            CONFIDENTIALITY AND PROPRIETARY INTEREST

5.01         Definitions

(A)       Trade Secrets, As used in this Subcontractor Agreement the term “Trade Secrets” shall mean any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in that it is not generally known in the industry in the areas in which it is utilized, as well as such other information designated as trade secrets under applicable law.

(B)       Confidential Information, As used in this Subcontractor Agreement the term “Confidential Information” shall mean any data or information having commercial value which may include but not be limited to data, data bases, product plans, strategies, forecasts, research procedures and development, marketing techniques procedures and materials, customer names and other information related to customers, price-lists, pricing policies and financial information which is considered sensitive and which is not generally known to the public.

(C)       Proprietary Information. As used in this Subcontractor Agreement the term “Proprietary Information” shall mean Trade Secrets and Confidential Information, as defined above, and any other information in which NORC maintains a valuable interest, where any or all of the foregoing is furnished or disclosed by NORC to Subcontractor, or to which Subcontractor has access given the nature of services provided under the Subcontractor Agreement, in either (i) tangible form marked as confidential, proprietary, or trade secret, or (ii) in intangible form subsequently identified as confidential, proprietary, or trade secret in writing within thirty (30) business days after disclosure. Proprietary Information shall include: (i) information disclosed directly between Subcontractor and NORC and its employees, directors, and contractors; (ii) information received by either Subcontractor or NORC from a client or other person contracting with NORC though not a party to this agreement; (iii) information received, if applicable, from any prime contractors to NORC or subcontractors or Subcontractors of NORC; or (iv) any respondents to surveys.

5.02         Confidentiality

(A)       Non-disclosure. Subcontractor shall maintain the Proprietary Information as confidential and shall not disclose such Proprietary Information to any third party except to Subcontractor’s current employees, officers, and directors (if any) and designated NORC personnel (collectively “Recipients”) who have a bona fide need to know such Proprietary Information, nor shall Subcontractor knowingly or negligently use such Proprietary Information for its own benefit or for the benefit of others or for any purpose other than that expressly delineated by this Subcontractor Agreement. Prior to receiving any Proprietary Information, all Recipients shall have agreed in writing, according to the terms hereof, to an obligation to not further disclose Proprietary Information. Subcontractor shall dedicate its best efforts to safeguard all Proprietary Information. The requirements of this Subsection A shall be strictly construed in favor of non-disclosure; in the event of any ambiguity, it shall be deemed to proscribe disclosure.

(B)       Consent Except as provided in Subsection A, supra, disclosure of any Proprietary Information provided hereunder may not be made by Subcontractor absent the prior written consent of NORC, which consent may be granted or denied in NORC’s sole discretion. In each request for consent, Subcontractor shall provide NORC with (i) the name, occupation, and title of the party to whom Subcontractor wishes to disclose such information, (ii) the purpose of the disclosure, and (iii) a pro forma original of a confidentiality statement, in a format acceptable to NORC, signed by such person acknowledging that the party signing the document is aware of the confidentiality requirements hereunder, agrees to be bound by them, and understands that the confidentiality requirements inure to the benefit of NORC and may be enforced by NORC.

(C)       Ownership. All Proprietary Information and any copies thereof is and shall remain the property of NORC and, in tangible form, shall be promptly returned to NORC or destroyed by Subcontractor upon NORC’s request or, upon the expiration or termination of this Subcontractor Agreement, whichever occurs first. Nothing contained in this Subcontractor Agreement shall be construed as granting or conferring upon any person any patent, copyright, trademark, or other proprietary right in the Proprietary Information. Any and all work product of the Subcontractor specified as Statement of Work shall be deemed “work for hire” and Subcontractor expressly disclaims any and all interest therein. Subcontractor hereby covenants to execute such documents as reasonably requested by NORC to reiterate the foregoing.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 10

(D)       Compelled Disclosure. If Subcontractor or any of its employees, officers, directors, or agents is served with a subpoena or other process requiring the production or disclosure of Proprietary Information, then the person or entity receiving such subpoena or other legal process, shall provide NORC with written notice of such immediately after receipt thereof, and before complying with such subpoena or other legal process, shall permit NORC a reasonable period of time to intervene and contest such disclosure or production. To the extent that the subject judicial action is not caused by any malfeasance of Subcontractor, NORC shall bear all costs and attorneys’ fees for such contest.

(E)       Term. This Agreement is effective as of the date hereof, and, if applicable, shall be retroactively effective as of the Commencement Date, and thereafter shall continue in full force and effect for the duration of the term of the Subcontractor Agreement Notwithstanding the expiration or termination of this Subcontractor Agreement, Subcontractor shall keep Proprietary Information in the manner required hereunder until such is determined by NORC, from time to time, to no longer be Proprietary Information.

(F)       Exclusions. Notwithstanding anything herein to the contrary, the parties agree that documentation and information will not be deemed Proprietary Information, and Subcontractor will have no obligation with respect to any such information, where such documentation and information (i) was in the public domain prior to the effective date of this Subcontractor Agreement or subsequently come in the public domain other than as a result of disclosure by Subcontractor, (ii) is independently developed by Subcontractor or is known to Subcontractor at the time of disclosure, in each case without reliance on NORC’s Proprietary Information, (iii) is approved for release without limitation pursuant to the written authorization of NORC, (iv) is disclosed to Subcontractor from a source other than NORC without similar restriction and without breach of this Subcontractor Agreement, or (v) is required to be disclosed, without restriction on further disclosure, by a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted (pursuant to Subsection D, supra).

5.03         Prohibition on Competitive Use of NORC Information

Neither Subcontractor nor any parent, subsidiary, or persons related to Subcontractor, or the respective officers, directors, members, owners, employees, agents, and/or contractors of such, shall utilize in any manner, whether or not previously disclosed by NORC to any other person or made generally available to the public, Proprietary Information (including but not limited to the Trade Secrets and Confidential Information) of NORC to solicit any agreement or contractual relationship, or encourage or facilitate others to so solicit, or enter into and/or maintain an agreement or contractual relationship, or further any pre-existing agreement or contractual relationship, including but not limited to persons to which NORC provides or may provide any professional services.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 11

5.04         Compliance

(A)        Default. Given the nature of the Proprietary Information and the interests of NORC therein, while NORC may issue notices to cease and desist unauthorized disclosure and/or prohibited actual or reasonably anticipated competitive use, no cure period shall be allowed; unauthorized disclosure and/or use shall be deemed an automatic Event of Default of Subcontractor’s obligations under this Agreement.

(B)       Right to Equitable Remedies. Subcontractor acknowledges that monetary damages would be an insufficient remedy for any breach of this Agreement, and that any such breach would cause NORC immediate and irreparable harm. Accordingly, Subcontractor agrees that in the event of any breach or threatened breach of this Subcontractor Agreement, Subcontractor shall not object to NORC’s request for equitable relief, including injunctive relief and specific performance, without the requirement for NORC to post a bond or other security, in addition to other remedies it may have at law, including monetary damages, or in equity.

5.05         Supplemental Client Confidentiality Agreements

To the extent applicable as of the Date of the Subcontractor Agreement, or as such may arise after the Commencement Date, appended hereto as Exhibit C are the additional terms and conditions of a confidentiality agreement required by clients of NORC (Client Confidentiality Agreement, as defined therein). In the event such does not provide specific rights and remedies in the Event of Default by Subcontractor, the provisions of §5.04, supra, shall apply. NORC and the Subcontractor, respectively, shall indemnify, defend, and hold the other harmless from and against any and all breaches of said Client Confidentiality Agreement

5.06         Compliance with Privacy Laws

Subcontractor shall comply with any and all statutes, ordinances, rules, and regulations enacted by the federal government, any State, municipal body, or political subdivision thereof regarding the collection, maintenance, use, and disposition of any data from and/or regarding survey respondents including the Privacy Act of 1974 (FAR 54.224-2) and the Protection of Human Subjects (CFR Title 45, DHHS, Part 46), (hereafter “Privacy Laws”). To the extent that Subcontractor determines the applicability and compliance requirements of Privacy Laws will adversely affect the Contract Requirements, including but not limited to timely delivery thereof, Subcontractor shall give NORC prompt written notice thereof, not to exceed fifteen (15) days after the Subcontract Agreement, specified in Section 1.02. NORC may, from time to time, request written certification and/or explanation of Subcontractor’s compliance under Privacy Laws. NORC may, without incurring liability therefor or limiting Subcontractor’s obligations provided above, provide within the Contract Requirements reference to specific Privacy Laws, which shall not be deemed an exclusive recitation of any and all applicable Privacy Laws.

5.07         Disclosure of Conflicts of Interest

Prior to execution and delivery of this Subcontract Agreement to NORC, the Subcontractor shall inform NORC in writing of any and all then-existing relationships and/or agreements of Subcontractor with any other person which causes a conflict of interest, or which would give a reasonable inference of a conflict of interest. The term “conflict of interest” shall be interpreted broadly in favor of disclosure and shall include, but not be limited to, the: (A) Subcontractor’s participation in any activity similar to the Statement of Work during the Term, (B) Subcontractor engaged in any litigation or claim against any client of NORC, or the reasonable anticipation thereof, and/or (C) rules pertaining to such under Government Provisions of Exhibit B. If during the Term any matter occurs or becomes known to Subcontractor which is or may reasonably be interpreted as a conflict of interest, Subcontractor shall promptly inform in writing the Subcontract Representative designated in Section 1.01(A)(2) thereof.

5.08         Survival

The covenants, terms, and conditions of this Article 5 shall survive the expiration or earlier termination of this Subcontract Agreement.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 12

6.             ASSIGNMENT; SUB-SUBCONTRACT

Without prior written consent of NORC, Subcontractor may not assign, subcontract, pledge, hypothecate or otherwise transfer or permit the transfer of this Subcontract Agreement, in whole or in part, by operation of law or otherwise.

7.             LIMITATION OF LIABILITY AND INDEMNITY

Subcontractor and NORC, respectively, agree to indemnify and hold the other harmless against any and all claims, demands, judgments, costs and expenses for injury to person and/or property, including reasonable attorney’s fees for the defense thereof, arising from such indemnifying party’s actions or omissions under this Subcontract Agreement, from any breach or default on the part of such indemnifying party in the performance of any covenant or agreement hereunder, and from any act of negligence of such party and that of its agents, servants, employees, and/or contractors. In case of any action or proceeding brought against the indemnified party by reason of any such claim, the indemnifying party covenants to defend such action or proceeding, including appeals therefrom, with counsel reasonably acceptable to the indemnified party.

Notwithstanding the foregoing, NORC’s liability to Subcontractor hereunder whether arising in contract, tort (including negligence) or otherwise, shall not, under any circumstances, exceed the aggregate Payment Schedule.

8.            CHANGES

a.       Permitted Changes. NORC shall have the right by written notice to make changes from time to time in the Services to be rendered or the Products to be furnished by Subcontractor hereunder, including, but not limited to, changes to the delivery or performance schedule, the quantity of Products or Services ordered, the Work Statement, the place of inspection, delivery, or acceptance, and the amount of NORC or NORC Customer furnished property, if any.

b.       Request for Equitable Adjustment and Duty to Proceed. If any such change causes an increase or decrease in the cost of performance of this Subcontract or in the time required for its performance, NORC may make an equitable adjustment in the Subcontract price or delivery schedule or both and shall modify this Subcontract in writing accordingly. To the extent that Subcontractor seeks an increase in price or extended schedule as a result of a change, Subcontractor must submit a written and fully supported request for equitable adjustment within ten (10) days from the date of NORC’s written notice to Subcontractor of the change or such further time as NORC may allow in writing. Subcontractor’s failure to adhere to the time deadlines in submitting its equitable adjustment proposal shall waive Subcontractor’s right to an equitable adjustment. Subcontractor shall proceed with the Subcontract as changed pending resolution of any request for equitable adjustment. The parties’ failure to agree to any adjustment shall be a Dispute covered by Sections 14 and 15 of these General Provisions.

c.       Change Based on Prime Contract Change. If NORC issues a change based on a change in the Prime Contract, the equitable adjustment to Subcontractor, if any, in price or delivery schedule or both, will in no event be greater for an increase in price or schedule or less for a decrease in price or schedule than the corresponding equitable adjustment to NORC under the Prime Contract, excluding NORC’s performance costs, overhead, profit, and schedule impacts associated with the change.

d.       Signature Required by NORC Purchasing Representative. Information, advice, approvals or instructions given by NORC’s technical personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect NORC’s and Subcontractor’s rights and obligations hereunder unless set forth in a writing which is signed by NORC’s purchasing representative and which states that it constitutes an amendment or change to this Subcontract.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 13

9.             TERMINATION FOR DEFAULT.

NORC, at its option, may terminate this Subcontract, in whole or in part, for default (in addition to any other rights and remedies provided at law) if any of the following acts of default occur: (1) Subcontractor’s performance under the Subcontract is in default; (2) Subcontractor materially breaches any provision of this Subcontract; (3) Subcontractor becomes involved in or with a petition under any bankruptcy act or similar statute which is not vacated within 30 days after such filing; or (4) any other reason set forth in this Subcontract. Such termination for default shall be effective upon receipt by Subcontractor of a written notice of termination for default issued by NORC. The notice of termination for default shall be preceded by a letter briefly describing the conditions of default and offering Subcontractor not less than 5 days to cure the default unless NORC’s Customer has terminated or threatened to terminate NORC’s contract without an opportunity to cure. After receipt of a notice of a complete or partial termination for default, Subcontractor shall: (i) stop affected Work; (ii) terminate all affected subcontracts; (iu) return all NORC and NORC Customer property or equipment to NORC; (iv) complete performance of any Subcontract work not terminated; and (v) take such other and further action as may be reasonably required by NORC.

In the event that NORC properly terminates this Subcontract for default, either in whole or in part, Subcontractor shall only receive payment (less amounts covered by any NORC right of setoff) under the terminated portion of the Subcontract for Subcontract-compliant Work provided to and accepted by NORC prior to the effective date of such termination and only to the extent that NORC’s Customer first pays for such Work. Subcontractor shall submit a request for payment under the terminated Subcontract, or terminated portion of the Subcontract, within 30 days after termination. In no event shall Subcontractor be entitled to receive payment on Work for which NORC’s Customer will not pay. In the event of a partial termination for default, Subcontractor shall not be entitled to an equitable adjustment to the non-terminated portion of the Subcontract. Moreover, in the event of a termination for default, NORC may procure substitute services, deliverables, and/or supplies, to satisfy the obligations set forth in the Subcontract or portion of the Subcontract terminated. Upon a termination for default, Subcontractor shall be liable to NORC for all expenses incurred by NORC that would not have been incurred had Subcontractor performed pursuant to this Subcontract including, but not limited to, the increased costs of (and associated with) any substitute services, deliverables, and supplies procured. NORC’s remedies provided for in this provision shall be in addition to any other remedy available to NORC by law or as otherwise provided for in this Subcontract, and this provision shall survive any termination of this Subcontract. In the event that NORC improperly terminates this Subcontract for default, the termination shall be treated as a termination for convenience and Subcontractor shall be entitled only to receive payment in accord with the provisions of Section 11 below.

10.          STOP WORK ORDER

NORC may direct the Subcontractor to stop work under this Subcontract Agreement at any time (“Stop Work Order”). The Subcontractor will be reimbursed only for those costs actually incurred prior to the Stop Work Order, contingent upon full reimbursement to NORC by the Client under the Prime Contract for these costs.

(A)       Under the Prime Contract, the Contracting Officer may, at any time, by written order to NORC, require NORC to stop all or any part of the Work called for by the Prime Contract. After the order is delivered to NORC, and for any further period to which the parties may agree, the Contracting Officer may also cancel the stop Work order or terminate the Work covered by such order. Immediately upon receipt of any stop Work order that affects the Work called for under this Subcontract, NORC shall direct Subcontractor to stop all or any part of the Work called for under this Subcontract for a period corresponding to the period of the Contracting Officer’s order to NORC or any agreed to extensions thereof, or such other period to which NORC and Subcontractor may agree.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 14

(B) If a Stop Work Order issued to Subcontractor under this article is canceled by NORC or the period of such order or any extension thereof expires, Subcontractor shall resume Work upon receipt of written notice by NORC to do so. In such event, an equitable adjustment shall be made in the delivery schedule or cost of this Subcontract Agreement if:

(1)       The Stop Work Order resulted in an increase or decrease in the cost of or the time required for the performance of any part of the Work to be performed under this Subcontract and,

(2)       Subcontractor asserts a claim for such adjustment within thirty (30) days after the end of the period of Work stoppage and,

(3)       Said claim is approved by the Contracting Officer or Client

(C)       If a Stop Work Order is not canceled and the Work covered by such order is terminated by NORC either for convenience or default, such termination shall be handled in accordance with the “Termination” provisions of this Subcontract. Reasonable costs resulting from the Stop Work Order shall be allowed as part of the termination settlement.

(D)       In the event that the Subcontractor receives an order to stop work and is unable to provide continued funding for personnel on the project or is unable to assure that it will be able to resume work using such personnel, Subcontractor may immediately issue a written termination notice to NORC.

11.          TERMINATION FOR CONVENIENCE

NORC may terminate this Subcontract for convenience, in whole or in part, without advance notice in the event that: (i) NORC’s Customer terminates, for any reason (e.g., default or convenience), the Prime Contract; (ii) NORC’s Customer terminates, for any reason, any part of the Prime Contract if this Subcontract relates (in whole or in part) to the portion terminated. NORC also may terminate this Subcontract for convenience, in whole or in part, if NORC deems such termination to be in NORC’s best interest regardless of whether NORC’s Prime Contract is terminated. After receipt of a notice of partial or total termination for convenience, Subcontractor shall (unless otherwise directed by NORC in writing): (i) stop affected Work; (ii) terminate all affected subcontracts; (iii) return all NORC and NORC Customer property or equipment to NORC; (iv) deliver to NORC, retain (with an appropriate credit to NORC), or dispose of all other Subcontract supplies, deliverables, or equipment (with an appropriate credit to NORC); (v) complete performance of any Subcontract work not terminated; and (vi) take such other and further action as may be reasonably required by NORC. In the event of a partial termination for convenience, Subcontractor may request (in writing and within 30 days of the termination for convenience) an equitable adjustment for the non-terminated portion of the work to the extent the termination for convenience impacted the continuing work. Subcontractor shall only receive such an equitable adjustment if NORC’s Customer provides NORC with a corresponding equitable adjustment. Subcontractor shall submit a detailed and documented Federal Acquisition Regulation (“FAR”) compliant termination for convenience settlement proposal under the terminated Subcontract, or terminated portion of the Subcontract, within 60 days after termination. Absent NORC written consent (which NORC may withhold for any reason), Subcontractor shall not seek any costs as part of its termination for convenience settlement proposal which are not allowed by FAR Part 31 and FAR Subparts 49.1 and 49.2, and the provisions referenced therein. If this Subcontract is terminated for convenience in whole or in part pursuant to this Section __and notwithstanding the preceding sentence, NORC shall not be liable to Subcontractor for anything more than allowed for under the payment provisions of this Subcontract (on a percentage performed basis) for Work performed before the effective date of the termination and may only recover amounts recovered by NORC from NORC’s Customer (except where the NORC Customer did not issue a termination).

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12.          SUBCONTRACTOR’S INSURANCE

12,01       Minimum Insurance

Subcontractor, at Subcontractor’s expense, agrees to maintain in force during the Term:

(A)       Comprehensive General Liability Insurance, shall be written in comprehensive form and shall protect Contractor against all claims arising from injuries to members of the public or damage to property of others arising out of any act or omission of Subcontractor, its agents employees or Subcontractors, including contractual liability coverage., on an occurrence basis, with minimum limits of liability in an amount of: One Million Dollars ($1,000,000) for bodily injury or death to any one person and Three Million Dollars ($3,000,000) for bodily injury or death to more than one person and One Million Dollars ($1,000,000) with respect to damage to property;

(B)       Comprehensive Automobile and Other Vehicle Liability Insurance shall be written in comprehensive form and shall protect Contractor against all claims for injuries to members of the public and damage to property of others arising from Subcontractor’s use of owned motor vehicles, with minimum limits of liability in an amount of: Five Hundred Thousand Dollars ($500,000) for bodily injury or death to any one person and Five Hundred Thousand Dollars ($500,000) for bodily injury or death to more than one person and Fifty Thousand Dollars ($50,000) with respect to damage to property; and,

(C)       Worker’s Compensation Insurance, in statutorily required amounts;

The insurance coverage specified above shall constitute the minimum requirements and said requirements shall in no way lessen or limit the liability of Subcontractor under this Subcontract

12.02       Additional Insureds: Endorsements

The policy referred to in §12.01 (A) and (B) shall name NORC as additional insured. Each policy referred to in §11.01 shall be issued by one or more responsible insurance companies licensed to do business in Illinois and reasonably satisfactory to NORC and shall contain the following provisions and endorsements:

(A)       that such insurance may not be canceled or amended without thirty (30) days’ prior written notice to NORC;

(B)       an express waiver of any right of subrogation by the insurance company against the NORC Indemnitees; and

(C)       that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any party for losses covered by such policies.

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12.03       Certificates

Vendor shall deliver to NORC, certificates of insurance of all policies and renewals thereof to be maintained by Vendor hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy.

13.       NOTICES

All notices required or permitted to be given hereunder shall be in writing and shall be deemed given and delivered, whether or not received, (a) the next business day when deposited with a reputable commercial courier by overnight delivery or (b) three (3) business days after deposit in the United States Mail, certified, return receipt requested, and under either method such being properly addressed and all charges and/or postage paid, at the following addresses:

to NORC:

Michele Koppelman

Executive Vice President for

Operations and IT

55 E. Monroe Street, Suite 3000

Chicago, II 60603

312.759.4016 Office

312.759.4005 Fax

773.814.8142 Cell

koppelman-missy@norc.org

or such other address as NORC shall designate by written notice to Subcontractor, and;

to Subcontractor:

James T. Medick, President

Precision Opinion

101 Convention Center Drive

Plaza 124

Las Vegas, NV 89109

Telephone: 800-780-2790

                    702-483-4000

Fax:             702-483-4100

Email: jmedick@precisionopinion.com

or such other address as Subcontractor shall designate by written notice to NORC.

14.          DISPUTES

a.       Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, the parties agree that any Dispute between them or against any agent, employee, successor, or assign of the other shall be settled, to the extent possible, by good faith negotiations. Any Dispute which the parties cannot resolve by good faith negotiations within thirty (30) days or such longer period as the parties may mutually agree to, shall be submitted and finally resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall be conducted by a panel of three arbitrators in Chicago, Illinois unless both parties consent in writing to a different location. The panel of arbitrators shall be appointed by agreement between the parties or failing such agreement in accordance with AAA rules. The parties may conduct discovery pursuant to the Federal Rules of Civil Procedure and Evidence. The chairperson of the arbitration panel shall, among other things: (a) have authority to resolve discovery disputes and issue appropriate subpoenas and orders to facilitate discovery; (b) rule on dispositive motions, and (c) conduct the arbitration according to the Federal Rules of Evidence. The arbitration panel shall have authority to award monetary damages, declaratory judgments, specific performance, and injunctive and other equitable relief, which shall be enforceable by either the panel or any court with jurisdiction over the enjoined party or its assets. Either party may also, without waiving any remedy under this Subcontract, seek from any court having jurisdiction over the parties or its assets any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral panel (or pending the arbitral panel’s determination of the merits of the controversy). The arbitration panel shall not have authority to award punitive, special or consequential damages or any other damages not available under this Subcontract. The arbitration panel also shall not have the power to modify or amend the provisions of this Subcontract except in accord with Section 8. The Arbitration panel shall apply the law specified in Section 17.06. Subcontractor and NORC will pay their own attorneys¹ fees and expert fees and other costs related to prosecuting or defending any Dispute, but shall share equally the costs and fees associated with the arbitration hearing and the panel.

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b.       Waiver of Trial. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, BUT, EXCEPT AS OTHERWISE INDICATED IN THIS SUBCONTRACT, THEY KNOWINGLY CHOSE TO WAIVE ALL RIGHTS TO A JUDGE OR JURY TRIAL AND, INSTEAD, HAVE ANY AND ALL DISPUTES DECIDED BY ARBITRATION. THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THIS MUTUAL WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER AN ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS.

c.       Third-party Joinder. Except as otherwise provided herein, in the event that any unrelated third party is joined in any Dispute between the parties, the disputes procedures set forth in this Section 14 or 15 nevertheless shall apply to compel the resolution of any Dispute between the parties hereto.

d.       Duty to Proceed. Until final resolution of any Dispute hereunder, Subcontractor shall proceed diligently with the performance of this Subcontract unless otherwise directed by NORC in writing.

15.          DISPUTES UNDER PRIME CONTRACT PROVISION.

a.       Pass Through. Notwithstanding Section 14, any Dispute arising under or related to this Subcontract, which NORC could include in a claim or other demand under the disputes provisions of its Prime Contract (including, but not limited to, any issued related to NORC Customer actions or directions) shall be resolved, at NORC’s option, as follows: (i) Subcontractor shall provide NORC with a fully supported written claim, properly certified, within twenty (20) days after the claim accrues or such longer time as NORC allows in writing; (ii) Subcontractor shall cooperate with NORC in prosecuting Subcontractor’s timely made claim or demand and will be bound by the resulting decision; and (iii) Subcontractor shall pay its proportional costs in pursuing the claim. If Subcontractor fails to provide NORC with a written claim for any Dispute that could fall within this Section within twenty (20) days after the claim arises or a longer provided if allowed by NORC in writing, Subcontractor shall have waived the claim and may not bring the claim under this Subcontract.

b.       Limitation of NORC Liability. NORC’s entire liability to Subcontractor with respect to any matter prosecuted under the Prime Contract disputes clause shall be limited to the recovery obtained against NORC’s Customer for Subcontractor’s claims, less markups specifically allowed NORC. If Subcontractor is affected by the resulting decision and NORC elects to appeal, Subcontractor shall pay to NORC Subcontractor’s proportion of the appeal costs. If NORC elects not to appeal the decision, NORC shall notify Subcontractor of such decision within thirty (30) days. If Subcontractor submits a timely request to NORC to appeal such decision, NORC shall file an appeal, at Subcontractor’s sole cost, if NORC may do so in good faith. NORC has the right to review, prior to submission, any pleading or other papers Subcontractor wants to file in such appeal. Subcontractor agrees to delete any admissions or statements in the pleadings or papers to which NORC reasonably objects. If NORC appeals such decision, whether or not at Subcontractor’s request, any decision regarding such appeal shall be binding on NORC and Subcontractor as it relates to this Subcontract.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 18

c.       Subcontractor Duty to Proceed. Until final resolution of any Dispute hereunder, Subcontractor shall proceed diligently with the performance of this Subcontract unless NORC otherwise directs in writing.

16.          LIMITATION OF LIABILITY.

CLAIMS FOR DAMAGES BY SUBCONTRACTOR OF ANY NATURE WHATSOEVER ARISING UNDER OR RELATED TO THIS SUBCONTRACT SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT SHALL NORC’S LIABILITY EXCEED THE PRICE PAYABLE FOR THE WORK TO BE PERFORMED BY SUBCONTRACTOR UNDER THIS SUBCONTRACT. IN NO EVENT WILL SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR LOST PROFIT DAMAGES, BE AVAILABLE TO SUBCONTRACTOR WITH RESPECT TO ANY ALLEGED BREACH OR OTHER CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) RELATING TO THIS SUBCONTRACT.

17.          MISCELLANEOUS

17.01       Entire Contract

This Subcontract Agreement, including the Exhibits attached hereto, contains the entire agreement between NORC and Subcontractor concerning the Subcontract Agreement, this document superseding any request for proposal (“RFP”) which may have been issued by NORC and any proposal by Subcontractor thereto, and there are no other agreements, either oral or written.

17.02       Binding Effect

This Subcontract Agreement shall be binding upon and inure to the benefit of NORC and Subcontractor and their respective heirs, legal representatives, successors and permitted assigns. Subcontractor and NORC each represent and warrant to the other that it is duly formed and in good standing, and has full authority to enter into this Subcontract Agreement, so that when executed this Subcontract Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

17.03       Modification of Subcontract Agreement

Should any mortgagee, lender, landlord, client, or similar person, of NORC, require a modification of this Subcontract Agreement, which modification will not cause any increased cost or expense to Subcontractor, or in any way substantially change the rights and obligations of Subcontractor hereunder, then and in such event, Subcontractor agrees that this Subcontract Agreement maybe so modified.

17.04       Captions

The Section captions in this Subcontract Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Sections.

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17.05       Compliance with Laws

Subcontractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations which may be applicable to Subcontractor’s performance under this Subcontract, including, without limitation: the Service Contract Act; the Work Hours and Safety Standards Act; the Walsh-Healey Public Contracts Act; the Davis-Bacon Act; the Fair Labor Standards Act of 1938; the Civil Rights Act of 1964, as amended; Title 41, Chapter 60, of the Code of Federal Regulations, as amended; the Equal Opportunity Clause as set forth in clause 52.222-26 of the FAR; and all laws, regulations, and rules related to the safety and conditions of each job site, including but not limited to those promulgated or prescribed pursuant to the Occupational Safety and Health Act of 1970, and any amendment thereto.

17.06       Choice of Law

NORC and Subcontractor agree that, irrespective of the place of performance, the laws of the Stateof Illinois, excluding its choice of law rules and the Convention for the International Sale of Goods (if otherwise applicable), shall govern any and all Disputes under this Agreement. NORC and Subcontractor also agree that the provisions of the Illinois Uniform Commercial Code shall apply to this Subcontract and all Disputes, regardless of whether the subject matter of this Subcontract relates to the provision of services, goods, the lease of rental equipment or material, or the license of software. Notwithstanding the foregoing, any provision of this Subcontract that incorporates by reference a provision of the Federal Acquisition Regulation (“FAR”) or the Office of Management and Business Circular A-122 (“0MB a-122”) shall be construed and interpreted according to the federal common law of government contracts, as interpreted by federal judicial bodies, boards of contract appeals, and other quasi-judicial agencies of the federal government. Except as otherwise provided in this Subcontract or otherwise agreed to in writing by the parties, venue and jurisdiction for all judicial proceedings relating to or arising under this Subcontract shall lie exclusively in Illinois.

17.07       Time

Time is of the essence of this Subcontract Agreement and the performance of all obligations hereunder.

17.08       No Presumption Against Drafter

NORC and Subcontractor acknowledge that this Subcontract Agreement has been freely negotiated by both parties and, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Subcontract Agreement or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted the Subcontract Agreement or any portion thereof.

17.09       Attorney’s Fees and Costs

The defaulting Party shall pay, upon demand of the prevailing Party, all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in enforcing the observance and performance of all covenants, conditions and provisions of this Subcontract Agreement, or resulting from the Party’s Event of Default under this Subcontract Agreement, and pre-judgment interest thereon at the legal prevailing rate.

17.10       Severability

If any provision of this Agreement is held or rendered illegal or unenforceable it shall be considered separate and severable from this Agreement. The remaining provisions of this agreement shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this agreement.

17.11       Duplicate Original Subcontract Agreement

This Subcontract Agreement, including its Exhibits, is executed in duplicate original form.

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IN WITNESS WHEREOF, this Subcontract Agreement has been executed as of the last date and year written below.

National Opinion Research Center		SUBCONTRACTOR:
		Precision Opinion, Inc.
By:	/s/ Michele Koppelman	By:	/s/ James T. Medick
	Michele Koppelman		James T. Medick
Title:	Executive Vice President	Title:	President
Date:	July 25, 2012	Date:	July 25, 2012

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 21

Exhibit A

STATEMENT OF WORK

STATEMENT OF WORK

A.       Services

Subcontractor shall conduct interviews and research services for NORC (“Research Services”) comprised of administering research surveys (each, a “Client Survey”) by telephone from Subcontractor’s offices from the pool of telephone numbers (hereafter referred to as “Sample”) provided by NORC.

B.Subcontractor Responsibilities

In performing the Research Services, it is anticipated that the Subcontractor will be required to staff between 60 to 120 interviewing stations (depending on CDC funded activities). It is further anticipated that each station will be required to support, on average between 20 and 30 hours per week. To support daily production, Subcontractor will provide a telephone center manager; staffed monitoring stations; floor supervisors; and clerical support, as necessary, each day on which interviewing occurs.

The Subcontractor will recruit, screen and hire prospective interviewers and supervisors in accordance with NORC’s requirements, and to the extent available, it will assign interviewers and supervisors to work on NORC projects who are already working at Precision Opinion. The Subcontractor will consult with NORC in the event that circumstances (e.g., rapid and significant ramp-up required to meet a new Task Order) require the Subcontractor to recruit new interviewers to work on NORC projects. All Subcontractor data collection personnel will attend the required project-specific training. A trained Subcontractor staff Member (along with NORC personnel, as needed) will conduct training at Subcontractor’s telephone center in Las Vegas, Nevada. The training hours assume Subcontractor will provide all orientation information and non-project specific training for its supervisors/monitors and interviewers. For project specific training, interviewers will attend 18 hours of initial project training related to the Government’s Task Order #1 (NIS-Core) and Task Order #2 (NIS-Teen) combined, 3 hours of refusal aversion training, and 2 hours refresher training each quarter. Supervisors and monitors will attend 18 hours of initial interviewer project training, 15 hours of monitoring/supervisor training, 3 hours of interviewer refusal aversion training, and 2 hours of interviewer refresher training each quarter. The hours required for training are subject to change based on experience. NORC will provide train-the-trainer training, and all subsequent trainings will be conducted by Subcontractor.

On a monthly basis, the Subcontractor will submit production reports including hours charged by interviewer by project code. In addition, Subcontractor telephone center manager and project manager will attend telephone conferences calls with NORC, as needed, at a time mutually agreed upon by NORC and the Subcontractor.

The Subcontractor will use its reasonable commercial efforts to complete Client Surveys in accordance with the performance thresholds set forth in Section D below, “Reports and Deliverables.” Performance will be reviewed each week to monitor progress toward the completed-interview and productivity goals. Performance indicators to be reviewed include hours per completed interview, completed interviews to date, and proportion of interviews which include partially completed interviews, based on disposition codes developed by NORC. In addition, the Subcontractor’s telephone supervisory staff will monitor 10% of all interviewer hours using an audio-visual system and will adopt the quality assurance program of the NORC.

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NORC will train the Subcontractor on Schedule Source, a web-based tool used to schedule and track interviewer hours. The Subcontractor will use this system on a daily basis.

Subcontractor will provide workstations, including computers, telephones, and headsets, for interviewers and supervisors/monitors.

Subcontractor will be responsible for complying with all confidentiality and security protections specified by the CDC.

C.       NORC’s Responsibilities

Sample will be centrally and remotely controlled from the Chicago office of NORC.

NORC will provide the Subcontractor with the reports necessary to evaluate interviewer quality and production for both individual interviewers and the subcontractor production facilities.

NORC will establish VOIP communications line between NORC’s Chicago facility and the Subcontractor’s offices. NORC will also maintain security measures on its servers in its Chicago facility.

D.       Reports and Deliverables

Subcontractor shall use its reasonable commercial efforts to satisfy the performance goals described below.

1.       Production standards

The overall targets are shown in the table below for each of the subcontract data collection years. The Subcontractor will agree to negotiate in good faith revisions in the productivity goals, if necessitated by contract negotiations. Targets will be provided when negotiated and approved by the CDC.

Task Order	Period of Performance	Production Goals
NIS Core, Q3, 2012	July 25, 2012- November, 30, 2012	12.0 Hours per Case (HFC), landline and cell cases combined
NIS-Teen, Q3 and Q4, 2012	July 25, 2012- April 30, 2013	2,0 Hours per Case (HPC), landline and cell cases, combined.

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2.       Reports

On a monthly basis, the Subcontractor will submit production reports including hours charged by interviewer by project code. In addition, Subcontractor telephone center manager and project manager will attend telephone conferences calls with NORC, as needed, at a time mutually agreed upon by NORC and the Subcontractor.

3.       Invoicing

Subcontractor will provide monthly invoices to NORC including interviewer names, hours worked, quarter number, project name, and type of activity (interviewing, training, refusal conversion, downtime).

4.       Other considerations

In the event that the contractor encounters difficulty in meeting the performance goals described in the table above, or when difficulties are anticipated complying with the Subcontract deliverable schedule, or when Subcontractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subcontract, the Subcontractor shall promptly notify the NORC Project Director in writing, giving pertinent details. Such notification shall not be construed as a waiver by NORC of any deliverable productivity standard or date, or any rights or remedies provided under this Subcontract.

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Exhibits B

GOVERNMENT PROVISIONS

CLAUSES INCORPORATED BY REFERENCE. If this Subcontract involves Products or Services in support of a Government Prime Contract or subcontract under a Government Prime Contract, the following clauses set forth in the FAR, HHSAR and OMB Circular A-122 in effect as of the date of said Prime Contact are incorporated herein by reference. Unless otherwise expressly noted herein, the words “Government,” and “Contracting Officer” each shall mean “NORC” or (when appropriate) “NORC and the Contracting Officer,” the words “Contractor” or “Offeror” shall mean “Subcontractor,” and the words “Contract” and “Schedule” shall refer to this “Subcontract.” The definitions outlined herein are intended to create legal relationships between NORC and Subcontractor identical to, but not dependent on, the relationship the FAR, HHSAR and OMB Circular A-l22 intend to establish between the “Government” and a “Contractor.” Subcontractor shall include the terms of this Section in all purchase orders or subcontracts awarded under this Subcontract.

Section H - Special Contract Requirements

H.1 Dissemination of Information (May 1998)

No information related to data obtained under this contract shall be released or publicized without the prior written consent of the Contracting Officer Technical Representative.

(End of Clause)

H.2 Release of Information (Jul 1999)

The Contractor shall not, unless authorized in writing by the Contracting Officer, release or provide any information or interpretations concerning any plans or specifications prepared under this contract to prospective construction contractors, manufacturers, or suppliers for their use in bidding or submitting quotations on the subject project.

Any cost estimates prepared by the Contractor under this contract for use either by the Government or the Contractor shall be consider privileged information and will not be divulged to any third party.

(End of Clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 25

H.3 CDC0-H021 Lobbying Prohibition Using Federal Funds (Sep 2009)

Per FAR 31.205-22, the contractor is hereby notified of the restrictions on the use of Department of Health and Human Service’s funding for lobbying of Federal, State and Local legislative bodies.

Section 1352 of Title 10, United Stated Code (Public Law 101-121, effective 12/23/89), among other things, prohibits a recipient (and their subcontractors) of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds (other than profits from a federal contract) to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions; the awarding of any Federal contract; the making of any Federal grant; the making of any Federal loan; the entering into of any cooperative agreement; or the modification of any Federal contract, grant, loan, or cooperative agreement. For additional information of prohibitions against lobbying activities, see FAR Subpart 3.8 and FAR Clause 52.203-12.

In addition, the current Department of Health and Human Services Appropriations Act provides that no part of any appropriation contained in this Act shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support, or defeat legislation pending before the Congress, or any State or Local legislature except in presentation to the Congress, or any State or Local legislative body itself.

The current Department of Health and Human Services Appropriations Act also provides that no part of any appropriation contained in this Act shall be used to pay the salary or expenses of any contract or grant recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriations pending before the Congress, or any State or Local legislature.

(End of Clause)

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H.4 CDC0-H022 Smoke Free Working Environment (May 2009)

In compliance with Department of Health and Human Services (DHHS) regulations, all contractor personnel performing work within CDC/ATSDR facilities shall observe the CDC/ATSDR smoke-free working environment policy at all times. This policy prohibits smoking in all CDC/ATSDR buildings and in front of buildings which are open to the public. This policy is also applicable to contractor personnel who do not work full-time within CDC/ATSDR facilities, but are attending meetings within CDC/ATSDR facilities.

(End of Clause)

H.5 CDC0-H055: Smoke Free Environment Certification (February 2009)

The Centers for Disease Control and Prevention (CDC) recognizes that secondhand smoke (SHS) exposure poses serious health risks to nonsmokers. SHS exposure in the workplace has been linked to an increased risk for heart disease and lung cancer among adult nonsmokers. SHS has been designated as a known carcinogen (cancer-causing agent) by the National Toxicology Program of the U.S. Environmental Protection Agency and by the International Agency for Research on Cancer (IARC). The National Institute for Occupational Safety and Health has concluded that SHS is an occupational carcinogen. There is no risk-free level of SHS exposure. Separating smokers from nonsmokers, cleaning the air, and ventilating buildings cannot eliminate this exposure. SHS is an important preventable cause of death from cancer and other illnesses, and many Americans, both adults and children, remain at significant risk from SHS exposure.

It is the CDC’s intent to protect the health of all CDC employees and reduce cancer and other serious health hazards caused by SHS exposure. Therefore, all meetings and conferences organized and/or sponsored or co-sponsored by the CDC shall be held in a conference venue that provides a smoke-free environment. A smoke- free conference venue is defined as a venue that makes ALL public places in the hotel and in all meeting facilities smoke-free. This includes, but is not limited to, meeting rooms, common areas such as lobbies and hallways, all indoor public spaces, all indoor employee work areas, restaurants (including restaurant bar areas), and lounges.

Conferences include symposia, seminars, workshops, and any other organized and formal meeting lasting one or more days, where CDC personnel assemble to exchange information and views or explore or clarify a defined subject, problem, or area of knowledge.

CERTIFICATION: Offeror’s acceptance of any resulting contract certifies that the meeting/conference venue provided is “smoke- free” and that all CDC personnel attending said meeting/conference will be doing so in a smoke-free environment.

(End of Clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 27

H.6 CDC0-H045 Privacy Act (Sep 2009)

(a)       Notification is hereby given that the Contractor and its employees are subject to criminal penalties for violation of the Privacy Act to the same extent as employees of the Government. The Contractor shall assure that each of its employees knows the prescribed rules of conduct and that each is aware that he or she can be subjected to criminal penalty for violation of the Act. A copy of 45 CFR Part 5b, Privacy Act Regulations, may be obtained at http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&tpl=%2Findex.tpl.

(b)       The Contracting Officer Technical Representative is hereby designated as the official who is responsible for monitoring contractor compliance with the Privacy Act.

(c)       The Contractor shall follow the Privacy Act guidance as contained in the Privacy Act system notice provided in individual task orders, as applicable.

(End of Clause)

H.7 System of Records (SOR) Notice

Contractors shall abide by all requirements of the Privacy Act of 1974. Pursuant to those requirements, the contractor shall work with the OPDIV system owner or designee and the OPDIV Privacy Act Officer to publish a System of Record (SOR) notice in the Federal Register when a new System of Records is to be created and will publish an updated SOR notice following a “major change” as defined by Office of Management and Budget Memorandum 03-22 or subsequent replacement guidance.

(End of Provision)

H.8 Privacy Impact Assessment (PIA)

Contractors shall conduct and maintain an initial Privacy Impact Assessment (PIA) as defined by Section 208 of the E-Government Act of 2002. Periodic reviews shall be conducted by the system owner, with assistance from the contractor, to determine if a major change to the system has occurred, and if a PIA update is needed.

(End of provision)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 28

H.9 Non-Disclosure Agreement for Contractor and Contractor Employees (May 2009)

The Contractor shall prepare and submit a Designated Agent Agreement to the Contracting Officer and COTR prior to accessing confidential information. Instructions are provided in Attachment “Affidavit of Non-Disclosure” (see Section J - J.12).

I. Procurement-Sensitive Information

Contractor further agrees that it will not cause or encourage any employee to disclose, publish, divulge, release, or make known in any manner or to any extent, to any individual, other than an authorized Government employee, any procurement-sensitive information gained while in connection with fulfilling the employee’s responsibilities at the CDC. For purposes of this agreement, procurement-sensitive information includes, but is not limited to, all information in Statements of Work (SOW), Requests for Contract (RFC), and Requests for Proposal (RFP); Responses to RFPs, including questions from potential offerors; non-public information regarding procurements; all documents, conversations, discussions, data, correspondence, electronic mail (e-mail), presentations, or any other written or verbal communications relating to, concerning, or affecting proposed or pending solicitations or awards; procurement data; contract information plans; strategies; source selection information and documentation; offerors’ identities; technical and cost data; the identity of government personal involved in the solicitation; the schedule of key technical and procurement events in the award determination process; and any other information that may provide an unfair competitive advantage to a contractor or potential contractor if improperly disclosed to them, or any of their employees.

Contractor understands and agrees that employee access to any procurement-sensitive information may create a conflict of interest which will preclude contractor from becoming a competitor for any acquisition(s) resulting from this information. Therefore, if an employee participates in any discussions relating to procurement-sensitive information, assists in developing any procurement-sensitive information, or otherwise obtains any procurement-sensitive information during the course of performing duties at the CDC, contractor understands and agrees that contractor are be excluded from competing for any acquisition(s) resulting from this information.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 29

II. Identification of Non-Government Employees

Contractor understands that its employees are not agents of the Government. Therefore, unless otherwise directed in writing by the CDC, contractor agrees to assist and monitor employee compliance with the following identification procedures:

A.	At the beginning of interactions with CDC employees, employees of other governmental entities, members of the public, or the media (when such communication or interaction relates to the contractor’s work with the CDC), contractors’ employees will identify themselves as an employee of a contractor.
B.	Contractors’ employees will include the following disclosures in all written communications, including outgoing electronic mail (e-mail) messages, in connection with contractual duties to the CDC:

Employee’s name

Name of contractor

Center or office affiliation

Centers for Disease Control and Prevention

C.	At the beginning of telephone conversations or conference calls, contractors’ employees will identify themselves as an employee of a contractor.
D.	Contractors should not wear any CDC logo on clothing, except for a CDC issued security badge while carrying out work for CDC or on CDC premises. The only other exception is when a CDC management official has granted permission to use the CDC logo.
E.	Contractors’ employees will program CDC voice mail message to identify themselves as an employee of a contractor.

I understand that federal laws including, 18 U.S.C. 641 and 18 U.S.C. 2071, provide criminal penalties for, among other things, unlawfully removing, destroying or converting to personal use, or use of another, any public records. Contractor acknowledges that contractor has read and fully understands this agreement.

Name of contractor: ______________________________

Signature of Authorized Representative of

Contractor:___________________________________________________

Date:________________________

Copies retained by: contracting official and contractor

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 30

Exhibit I

Centers for Disease and Prevention (CDC)

Contractors’ Employee Non-Disclosure Agreement

I.       Procurement-Sensitive Information

I agrees that unless I have prior written permission from the CDC, I will not disclose, publish, divulge, release, or make known in any manner or to any extent, to any individual other than an authorized Government employee, any procurement-sensitive information gained in connection with the performance of my responsibilities to the CDC. I specifically agree not to disclose any non-public, procurement-sensitive information to employees of my company or any other organization unless so authorized in writing by the CDC. For purposes of this agreement, procurement- sensitive information includes, but is not limited to, all information in Statements of Work (SOW), Requests for Contract (RFC), and Requests for Proposal (RFP); Responses to RFPs, including questions from potential offerors; non-public information regarding procurements; all documents, conversations, discussions, data, correspondence, electronic mail (e-mail), presentations, or any other written or verbal communications relating to, concerning, or affecting proposed or pending solicitations or awards; procurement data; contract information plans; strategies; source selection information and documentation; offerors' identities; technical and cost data; the identity of government personal involved in the acquisition; the schedule of key technical and procurement events in the award determination process; and any other information that may provide an unfair competitive advantage to a contractor or potential contractor if improperly disclosed to them, or any of their employees.

Contractor understand and agrees that my access to any procurement-sensitive information may create a conflict of interest which will preclude me, my current employer, or a future employer from becoming a competitor for any resulting government acquisition derived from this information. Therefore, if I participate in any discussions relating to procurement-sensitive information, assist in developing any procurement-sensitive information, or otherwise obtain any procurement-sensitive information during the course of performing my duties at the CDC, I understand and agree that I, my current employer, and any future employer(s) are excluded from competing for any resulting acquisitions.

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II.       Special Non-Disclosure Clause for Contractors with Access to CDC Grants Management and Procurement-Related Information Technology Systems

In addition to complying with the non-disclosure requirements and safeguards stated above, I understand that my authorization to use CDC’s grants management and procurement systems is strictly limited to the access and functions necessary for the performance of my responsibilities to the CDC and which have been approved in advance by the CDC. I understand that I am not authorized to enter procurement requests for any requirements pertaining to contracts or subcontracts held by me or my employer.

III.       Identification as a Non-Government Employee

I understand that as an employee of a government contractor, I represent an independent organization and I am not an agent of the Government. Therefore, I agree that unless I have prior written authorization from the CDC, I will, at the beginning of interactions with CDC employees, employees of other governmental entities, members of the public, or the media (when such communication or interaction relates to the contractor’s work with the CDC), identify myself as an employee of a contractor. I further agree to use the following identification procedures in connection with my work at the CDC:

A.       I will include the following disclosures in all written communications, including outgoing electronic mail (e-mail) messages:

Employee’s name

Name of contractor

Center or office Affiliation

Centers for Disease Control and Prevention

B.       I will identify myself as an employee of a contractor at the beginning of telephone conversations or conference calls;

C.       I will not wear any CDC logo on clothing, except for a CDC issued security badge while carrying out work for CDC or on CDC premises; the only other exception is when a CDC management official has granted permission to use the CDC logo.

D.       I will program my CDC voice mail message to identify myself as a contractors’ employee.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 32

I understand that federal laws including, 18 U.S.C. 641 and 18 U.S.C. 2071, provide criminal penalties for, among other things, unlawfully removing, destroying or converting to personal use, or use of another, any public records. I acknowledge that I have read and fully understand this agreement.

Name of contractor: ___________________________________________________________

Name of Employee:____________________________________________

Signature of Employee:________________________________________________________

Date:________________________

Copies retained by: contracting official, contractor, and Employee

(End of Clause)

H.10 Health Insurance Portability & Accountability Act of 1996 (Sep 2008)

Pursuant to the Standards for Privacy of Individually Identifiable Health Information promulgated under the Health Insurance Portability and Accountability Act (HIPAA)(45 CFR Parts 160 and 164), covered entities may disclose protected health information to public health authorities “...authorized by law to collect or receive such information for the purpose of preventing or controlling disease, injury, or disability, including, but not limited to, the reporting of disease, injury, vital events such as birth or death, and the conduct of public health surveillance, public health investigations, and public health interventions...” The definition of a public health authority includes “...a person or entity acting under a grant of authority from or contract with such public agency...” The [Insert: Partner name] is acting under contract with the CDC [or: ATSDR] to carry out [Insert: Name of project/activity] which is authorized by [Insert: statutory authority from Public Health Service Act, Comprehensive Environmental Response, Compensation, and Liability Act, OR other legislation] and therefore may be considered a public health authority under the Privacy Rule for purposes of this project. Further, CDC [or: ATSDR] consider this to be [Insert: type of public health activity, i.e., disease/injury reporting, vital events, surveillance, investigations, intervention, registry] for which disclosure of protected health information by covered entities is authorized by section 164.512(b) of the Privacy Rule (45 CFR 164.512(b)).

(End of Clause)

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H.11 Information Security Plan (Jun 2003)

The contractor shall prepare and maintain an information security plan, which promotes information protection and systems security appropriate to the environment in which it will be executed. This plan should address confidentiality and privacy, integrity and backup of data and systems, access, continuity of operations, and all other relevant considerations. The contractor is responsible for ensuring that the project complies with relevant federal and other jurisdictional regulations. Before developing the security plan, the contractor should review the considerations included in Office of Management and Budget Circular A-130, Appendix III ), and Federal Information Systems Management Act (FISMA) of 2002 (P.L. 107-347), as well as other federal regulations, guidance, and information security standards (see Attachments 15 & 16 - Section J).

The initial draft and all subsequent versions of the information security plan must be prepared and submitted by the contractor to the CDC Contracting Officer and to the CDC COTR, in Microsoft Word compatible format. The contractor shall be responsible for ensuring that the security plan is acceptable to the CDC COTR, as well as any subsequent federal reviewers (e.g., Center and/or CDC information security officers, HHS officials, OMB officials, etc.). All federal reviewers’ comments shall be conveyed to the contractor by the COTR and/or the Contracting Officer.

The COTR and the Contracting Officer will review the draft security plan and any subsequent versions and submit recommendations/comments to the contractor within 14 working days after receipt. The contractor shall incorporate the COTR’s recommendations and submit paper and electronic copies of the security plan to the Contracting Officer and to the COTR within five working days after receipt of the COTR’s comments.

In addition to developing and maintaining a security plan as described above, the contractor shall be responsible for continuously assessing and assuring information security for the project and for updating the security plan as needed throughout the duration of the contract.

(End of Clause)

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H.12 Data Collection Approval (May 1998)

SLAITS-related work under this contract is subject to the Paperwork Reduction Act, requiring the Assistant Secretary for Management and Budget (ASMB) and the Office of Management and Budget (OMB) to approve the action. The Contractor is not authorized to expend any funds or take any action whatsoever in soliciting data from any of the public respondents until the Contracting Officer has notified the Contractor that ASMB and OMB final approval has been obtained. The Contractor shall provide the Contracting Officer’s Technical Representative (COTR) with all information necessary to obtain final clearance.

(End of Clause)

H.13 Identification of Data

The Contractor shall identify the technical data delivered to the Government as required by this contract with the number of the contract and the name and address of the Contractor and subcontractor, should that be the case, who generated the data.

(End of Clause)

H.14 Data Subject to Confidentiality Requirements

The type(s) of data subject to the clause at 352.224-70, Confidentiality of Information, which has been incorporated by reference in Section I, are as follows: All data to which the Contractor’s employees and/or subcontractors and their employees have access as a result of performance of this contract, which is classified as being of either moderate or high sensitivity.

(End of Clause)

H.15 Non-Personal Services

(a)       As stated in the Office of Federal Procurement Policy Letter 92-1, dated September 23, 1992, Inherently Governmental Functions, no personal services shall be performed under this contract. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

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(b)       The Contractor shall not perform any inherently governmental actions under this contract. No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

(c)       The Contractor shall insure that all of its employees and subcontractor employees working on this contract are informed of the substance of this clause. Nothing in this clause shall limit the Government’s rights in any way under any other provision of the contract, including those related to the Government’s right to inspect and accept the services to be performed under this contract. The substance of this clause shall be included in all subcontracts at any tier.

(End of Clause)

H.16 Online Representations and Certification Application (ORCA) (Dec 2005)

(a)

All Contractors are required to complete electronic annual representations and certifications at http://orca.bpn.gov in conjunction with registration in the Central Contractor Registration (CCR) database per FAR 4.1102 and FAR 4.1201. Certifications in ORCA are required prior to the submission of contract proposals.

(b)

Contractors shall update the representations and certifications submitted to ORCA as necessary, but at least annually, to ensure they are kept current, accurate, and complete. All Contractors with current contracts shall notify the Contracting Officer in writing when changes are made to ORCA. The representations and certifications are effective until one year from date of submission or update to ORCA.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 36

(End of Clause)

H.17 Dissemination, Publication & Distribution of Information

Any data given to the Contractor by the Government or data obtained by Contractor on behalf of the Government shall be used only for the performance of the contract unless the Contracting Officer specifically permits another use, in writing. Should the Contracting Officer permit the Contractor the use of Government-supplied data for a purpose other than solely for performance of this contract and, if such use could result in a commercially viable product, the Contracting Officer and the Contractor must negotiate a financial benefit to the Government. This benefit should most often be in the form of a reduction in the price of the contract; however, the Contracting Officer may negotiate any other benefits he/she determines is adequate compensation for the use of these data.

Upon the request of the Contracting Officer, or the expiration date of this contract, whichever shall come first, the Contractor shall return or destroy all data given to the Contractor by the Government. However, the Contracting Officer may direct that the data be retained by the Contractor for a specific period of time, which period shall be subject to agreement by the Contractor. Whether the data are to be returned, retained, or destroyed shall be the decision of the Contracting Officer with the exception that the Contractor may refuse to retain the data. The Contractor shall retain no data, copies of data, or parts thereof, in any form, when the Contracting Officer directs that the data be returned or destroyed. If the data are to be destroyed, the Contractor shall directly furnish evidence of such destruction in a form the Contracting Officer shall determine is adequate.

(End of Provision)

H.18 Supervision of Employees

The Contractors employees shall remain under the Contractor’s direct supervision at all times. Although the Government will coordinate directions within the scope of the contract, detailed instructions for the Contractor’s employees and supervision shall remain the responsibility of the Contractor.

The Contractor aggrees that this is a non-personal services contract; that for all the purposes of the contract, the Contractor is not, nor shall he hold himself out to be an agent or partner of, or joint venture with, the Government; and that he shall neither supervise nor accept supervision from Government employees.

(End of Provision)

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H.19 Privacy Documentation

Contractors shall be responsible for preparing and maintaining current all documentation directly and indirectly relating to its program(s) designed to ensure the confidentiality, integrity, and availability of Federal Information and Federal Information System and its assets that enable its possession or control.

(End of Provision)

H.20 Performance-Based Services Contracting (PBSC)

Performance-based contracting techniques will be applied to task orders issued under this contract to the maximum extent practicable. For information about PBSC, refer to the Federal Acquisition Community’s Acquisition Central site at http://acquisition.qov/comp/seven steps/index,html.

PBSC TOs must include at a minimum:

(a)       Performance requirements that define the work in measurable, mission-related terms;

(b)       Performance standards (i.e., quality, quantity, timeliness) tied to the performance requirements;

(c)       A Government Quality Assurance Surveillance Plan (QASP) or other suitable plan that describes how the Contractor’s performance will be measured against the performance standards or service level agreements (SLAs); and

(d)       If the acquisition is either critical to agency mission accomplishment or requires relatively large expenditures of funds, positive and negative incentives tied to the performance standards/SLAs.

(End of Provision)

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H.21 Key Personnel

The Contractor shall designate specific senior level professional, technical and managerial personnel as key personnel who are essential to the successful performance of work under awarded Task Orders. Key personnel shall be identified in task order proposals and shall be available for full-time assignment as necessary to efficiently manage and perform the work of the contract and shall be available on the effective date of task order award.

(End of Provision)

H.22 Contractor Substitution of Key Personnel

Following Task Order award, and throughout the life of the Task Order, the Contractor shall permit no substitution of key personnel without the written consent of the Contracting Officer, unless such substitutions are necessitated by an individual’s sudden illness, death or termination of employment. In the event that substitution of personnel is desired, the Contractor shall notify the Contracting Officer in writing at least thirty (30) calendar days before any key personnel substitution is made, if possible. The Contractor shall submit a justification in sufficient detail to permit evaluation of the impact on the contract or TO performance, with the resume of the proposed replacement personnel. The Contractor shall obtain the Contracting Officer’s written approval prior to any changes in the contract participation of the personnel named as key personnel. Proposed substitute personnel shall have experience and education at least substantially equal to those of the personnel being replaced. Requests for substitutions shall provide a detailed explanation of the circumstances necessitating such changes, a resume for each proposed substitute, and any other information as requested by the Contracting Officer. The Contracting Officer will evaluate such requests and promptly notify the Contractor of approval or disapproval thereof.

(End of provision)

H.23 CDC0-H031 Representations and Certifications

The Representations, Certifications and Other Statements of Offerors submitted by dated are hereby incorporated by reference, with the same force and effect as if they were given in full text. The on-line Representations and Certifications is located at https://orca.bpn.gov/.

(End of Clause)

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H.24 CDC0-H053 Health Information Technology (April 2009)

Note: Use this clause only with healthcare solicitations

Executive Order 13410: Promoting Quality and Efficient Health Care in Federal Government Administered or Sponsored Health Care Programs promotes efficient delivery of quality health care through the use of health information technology, transparency regarding health care quality and price, and incentives to promote the widespread adoption of health information technology and quality of care. To support this mission, the awardee shall, at a minimum, implement the following clauses(s)/condition(s) and, in doing so, the actions and steps taken to implement the clause(s)/condition(s) shall not impose additional costs onto the Federal Government.

Interoperability of Health IT Systems

● Use recognized health information interoperability standards at the time of the system update, acquisition, or implementation, in all relevant information technology systems supported, in whole or in part, through this agreement/contract.

● Use the Centers for Disease Control’s (CDC) Public Health Information Network (PHIN), such as requirements, standards, specifications, and promising practices, in the research and implementation of efficient, effective, and interoperable public health information systems, to facilitate interoperability with public health organizations and networks. More information about PHIN can be found at www.cdc.gov/phin.

● Where offerors/awardees support or participate in health information [or data] exchange with disparate entities, offerors/awardees must have an architecture that is compatible with the architecture of the Nationwide Health Information Network (www.hhs.gov/healthit/healthnetwork/background).

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 40

Adoption/Incentives

● Use health IT products, such as electronic health records, personalized health records, and the network components through which they operate and share information, certified by the Certification Commission for Healthcare Information Technology (CCHIT) or other recognized certification board, to ensure a minimum level of interoperability or compatibility of health IT products.

● Use services available at HHS’ Agency for Healthcare Research and Quality (AHRQ) National Resource Center for Health Information Technology (NRC) at www.healthit.ahrq.gov. The NRC provides technical assistance, identifies challenges to health IT adoption and use, and identifies solutions and best practices that have the potential to transform clinical practice through the best and most effective use of IT.

● Partner with other health care plans, local quality improvement organizations, and/or local medical societies to promote the adoption of certified electronic health records in physician office settings.

● Partner with other health care plans and/or local hospital associations to promote the adoption of certified electronic health records in the hospital setting.

● Offer products which provide incentives to consumers to access and use price and quality information.

● Offer pay-for-performance programs that reward use of certified electronic health record systems.

Transparency of Quality Measurements

● Report and publish consensus-based quality measures using standardized methodologies.

● Contribute to all-payer claims data sets, where applicable.

● Partner with providers, employers, and consumers to determine the manner in which quality metrics will be made available to the public in local or regional areas.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 41

Transparency of Pricing Information

● Report and publish average reimbursement rates for specific procedures and provider services relative to rates published by Medicare.

● Report and publish actual reimbursement rates for specific providers and procedures.

(End of Clause)

H.25 HHSAR 352.239-70 Standard for Security Configurations (Jan 2010)

(a) The Contractor shall configure its computers that contain HHS data with the applicable Federal Desktop Core Configuration (FDCC) (see http://nvd.nist.gov/fdcc/index.cfm) and ensure that its computers have and maintain the latest operating system patch level and anti-virus software level.

Note: FDCC is applicable to all computing systems using Windows XP™ and Windows Vista™, including desktops and laptops—regardless of function—but not including servers.

(b)       The Contractor shall apply approved security configurations to information technology (IT) that is used to process information on behalf of HHS. The following security configuration requirements apply: Approved security configurations are identified in NIST checklists (http://web.nvd.nist.qov/view/ncp/repository) or contained in a DoD DISA security technical implementation guide or security checklist http://iase.disa.mil/stigs/index.html. If CDC specific security configuration requirements are later determined to apply, they will be provided subsequent to contract award and incorporated by contract modification.

Note: The Contracting Officer shall specify applicable security configuration requirements in solicitations and contracts based on information provided by the Project Officer, who shall consult with the OPDIV/STAFFDIV Chief Information Security Officer.

(c)       The Contractor shall ensure IT applications operated on behalf of HHS are fully functional and operate correctly on systems configured in accordance with the above configuration requirements. The Contractor shall use Security Content Automation Protocol (SCAP)-validated tools with FDCC Scanner capability to ensure its products operate correctly with FDCC configurations and do not alter FDCC settings—see http://nvd.nist.gov/validation.cfm. The Contractor shall test applicable product versions with all relevant and current updates and patches installed. The Contractor shall ensure currently supported versions of information technology products meet the latest FDCC major version and subsequent major versions.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 42

(d)       The Contractor shall ensure IT applications designed for end users run in the standard user context without requiring elevated administrative privileges.

(e)       The Contractor shall ensure hardware and software installation, operation, maintenance, update, and patching will not alter the configuration settings or requirements specified above.

(f)       The Contractor shall (1) include Federal Information Processing Standard (FIPS) 201-compliant (see http://csrc.nist.gov/publications/fips/fips201-l/FIPS-201-l-chngl.pdf), Homeland Security Presidential Directive 12 (HSPD-12) card readers with the purchase of servers, desktops, and laptops; and (2) comply with FAR Subpart 4.13, Personal Identity Verification.

(g)       The Contractor shall ensure that its subcontractors (at all tiers) which perform work under this contract comply with the requirements contained in this clause.

(End of Clause)

H.26 HHSAR 352.239-71 Standard for Encryption Language (Jan 2010)

(a)       The Contractor shall use Federal Information Processing Standard (FIPS) 140-2-compliant encryption (Security Requirements for Cryptographic Module, as amended) to protect all instances of HHS sensitive information during storage and transmission. (Note: The Government has determined that HHS information under this contract is considered “sensitive’’ in accordance with FIPS 199, Standards for Security Categorization of Federal Information and Information Systems, dated February 2004.)

(b)       The Contractor shall verify that the selected encryption product has been validated under the Cryptographic Module Validation Program (see http://csrc.nist.gov/cryptval/) to confirm compliance with FIPS 140-2 (as amended). The Contractor shall provide a written copy of the validation documentation to the Contracting Officer and the Contracting Officer’s Technical Representative.

(c)       The Contractor shall use the Key Management Key (see FIPS 201, Chapter 4, as amended) on the HHS personal identification verification (PIV) card; or alternatively, the Contractor shall establish and use a key recovery mechanism to ensure the ability for authorized personnel to decrypt and recover all encrypted information (see http://csrc.nist.gov/drivers/documents/ombencryption-guidance. pdf). The Contractor shall notify the Contracting Officer and the Contracting Officer’s Technical Representative of personnel authorized to decrypt and recover all encrypted information.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 43

(d)       The Contractor shall securely generate and manage encryption keys to prevent unauthorized decryption of information in accordance with FIPS 140-2 (as amended).

(e)       The Contractor shall ensure that this standard is incorporated into the Contractor’s property management/control system or establish a separate procedure to account for all laptop computers, desktop computers, and other mobile devices and portable media that store or process sensitive HHS information.

(f)       The Contractor shall ensure that its subcontractors (at all tiers) which perform work under this contract comply with the requirements contained in this clause.

(End of Clause)

H.27 HHSAR 352.239-72 Security Requirements for Federal Information Technology Resources (Jan 2010)

(a)       Applicability. This clause applies whether the entire contract or order (hereafter “contract”), or portion thereof, includes information technology resources or services in which the Contractor has physical or logical (electronic) access to, or operates a Department of Health and Human Services (HHS) system containing, information that directly supports HHS’ mission. The term “information technology (IT)”, as used in this clause, includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services) and related resources. This clause does not apply to national security systems as defined in FISMA.

(b)       Contractor responsibilities. The Contractor is responsible for the following:

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 44

(1) Protecting Federal information and Federal information systems in order to ensure their—

(i)       Integrity, which means guarding against improper information modification or destruction, and includes ensuring information non-repudiation and authenticity;

(ii)       Confidentiality, which means preserving authorized restrictions on access and disclosure, including means for protecting personal privacy and proprietary information; and.

(iii)       Availability, which means ensuring timely and reliable access to and use of information.

(2)       Providing security of any Contractor systems, and information contained therein, connected to an HHS network or operated by the Contractor, regardless of location, on behalf of HHS.

(3)       Adopting, and implementing, at a minimum, the policies, procedures, controls, and standards of the HHS Information Security Program to ensure the integrity, confidentiality, and availability of Federal information and Federal information systems for which the Contractor is responsible under this contract or to which it may otherwise have access under this contract. The HHS Information Security Program is outlined in the HHS Information Security Program Policy, which is available on the HHS Office of the Chief Information Officer’s (OCIO) Web site.

(c)       Contractor security deliverables. In accordance with the timeframes specified, the Contractor shall prepare and submit the following security documents to the Contracting Officer for review, comment, and acceptance:

(1) IT Security Plan (IT-SP)—due within 30 days after contract award. The IT-SP shall be consistent with, and further detail the approach to, IT security contained in the Contractor’s bid or proposal that resulted in the award of this contract. The IT-SP shall describe the processes and procedures that the Contractor will follow to ensure appropriate security of IT resources that are developed, processed, or used under this contract. If the IT-SP only applies to a portion of the contract, the Contractor shall specify those parts of the contract to which the IT-SP applies.

(i)       The Contractor’s IT-SP shall comply with applicable Federal laws that include, but are not limited to, the Federal Information Security Management Act (FISMA) of 2002 (Title III of the E-Government Act of 2002, Public Law 107-347), and the following Federal and HHS policies and procedures:

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 45

(A) Office of Management and Budget (OMB) Circular A-130, Management of Federal Information Resources, Appendix III, Security of Federal Automated Information Resources.

(B) National Institute of Standards and Technology (NIST) Special Publication (SP) 800-18, Guide for Developing Security Plans for Federal Information Systems, in form and content, and with any pertinent contract Statement of Work/Performance Work Statement (SOW/PWS) requirements. The IT-SP shall identify and document appropriate IT security controls consistent with the sensitivity of the information and the requirements of Federal Information Processing Standard (FIPS) 200, Recommended Security Controls for Federal Information Systems. The Contractor shall review and update the IT-SP in accordance with NIST SP 800-26, Security Self-Assessment Guide for Information Technology Systems and FIPS 200, on an annual basis.

(C) HHS-OCIO Information Systems Security and Privacy Policy.

(ii) After resolution of any comments provided by the Government on the draft IT-SP, the Contracting Officer shall accept the IT-SP and incorporate the Contractor’s final version into the contract for Contractor implementation and maintenance. On an annual basis, the Contractor shall provide to the Contracting Officer verification that the IT-SP remains valid.

(2)       IT Risk Assessment (IT-RA)—due within 30 days after contract award. The IT-RA shall be consistent, in form and content, with NIST SP 800-30, Risk Management Guide for Information Technology Systems, and any additions or augmentations described in the HHS-OCIO Information Systems Security and Privacy Policy. After resolution of any comments provided by the Government on the draft IT-RA, the Contracting Officer shall accept the IT-RA and incorporate the Contractor’s final version into the contract for Contractor implementation and maintenance. The Contractor shall update the IT-RA on an annual basis.

(3)       FIPS 199 Standards for Security Categorization of Federal Information and Information Systems Assessment (FIPS 199 Assessment)—due within 30 days after contract award. The FIPS 199 Assessment shall be consistent with the cited NIST standard. After resolution of any comments by the Government on the draft FIPS 199 Assessment, the Contracting Officer shall accept the FIPS 199 Assessment and incorporate the Contractor’s final version into the contract.

(4)       IT Security Certification and Accreditation (IT-SC&A)—due within 3 months after contract award. The Contractor shall submit written proof to the Contracting Officer that an IT-SC&A was performed for applicable information systems—see paragraph (a) of this clause. The Contractor shall perform the IT-SC&A in accordance with the HHS Chief Information Security Officer’s Certification and Accreditation Checklist; NIST SP 800-37, Guide for the Security Certification and Accreditation of Federal Information Systems; and NIST SP 800-53, Recommended Security Controls for Federal Information Systems. An authorized senior management official shall sign the draft IT-SC&A and provide it to the Contracting Officer for review, comment, and acceptance.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 46

(i)        After resolution of any comments provided by the Government on the draft IT-SC&A, the Contracting Officer shall accept the IT-SC&A and incorporate the Contractor’s final version into the contract as a compliance requirement.

(ii)       The Contractor shall also perform an annual security control assessment and provide to the Contracting Officer verification that the IT-SC&A remains valid. Evidence of a valid system accreditation includes written results of;

(A)       Annual testing of the system contingency plan; and

(B)       The performance of security control testing and evaluation.

(d)       Personal identity verification. The Contractor shall identify its employees with access to systems operated by the Contractor for HHS or connected to HHS systems and networks. The Contracting Officer’s Technical Representative (COTR) shall identify, for those identified employees, position sensitivity levels that are commensurate with the responsibilities and risks associated with their assigned positions. The Contractor shall comply with the HSPD-12 requirements contained in “HHS-Controlled Facilities and Information Systems Security” requirements specified in the SOW/PWS of this contract.

(e)       Contractor and subcontractor employee training. The Contractor shall ensure that its employees, and those of its subcontractors, performing under this contract complete HHS- furnished initial and refresher security and privacy education and awareness training before being granted access to systems operated by the Contractor on behalf of HHS or access to HHS systems and networks. The Contractor shall provide documentation to the COTR evidencing that Contractor employees have completed the required training.

(f)       Government access for IT inspection. The Contractor shall afford the Government access to the Contractor’s and subcontractors’ facilities, installations, operations, documentation, databases, and personnel used in performance of this contract to the extent required to carry out a program of IT inspection (to include vulnerability testing), investigation, and audit to safeguard against threats and hazards to the integrity, confidentiality, and availability, of HHS data or to the protection of information systems operated on behalf of HHS.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 47

(g)       Subcontracts. The Contractor shall incorporate the substance of this clause in all subcontracts that require protection of Federal information and Federal information systems as described in paragraph (a) of this clause, including those subcontracts that—

(1)       Have physical or electronic access to HHS’ computer systems, networks, or IT infrastructure; or

(2)       Use information systems to generate, store, process, or exchange data with HHS or on behalf of HHS, regardless of whether the data resides on a HHS or the Contractor’s information system.

(h)       Contractor employment notice. The Contractor shall immediately notify the Contracting Officer when an employee either begins or terminates employment (or is no longer assigned to the HHS project under this contract), if that employee has, or had, access to HHS information systems or data.

(i)       Document information. The Contractor shall contact the Contracting Officer for any documents, information, or forms necessary to comply with the requirements of this clause.

(j)       Contractor responsibilities upon physical completion of the contract. The Contractor shall return all HHS information and IT resources provided to the Contractor during contract performance and certify that all HHS information has been purged from Contractor-owned systems used in contract performance.

(k)       Failure to comply. Failure on the part of the Contractor or its subcontractors to comply with the terms of this clause shall be grounds for the Contracting Officer to terminate this contract.

(End of Clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 48

Section I - Contract Clauses

Section I-1 - Clauses Incorporated By Reference

I.l 52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acqnet.gov

http://farsite.hill.af.mil/

(End of Clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 49

FAR SOURCE	TITLE AND DATE
52.202-1	Definitions (Jul 2004)
52.203-3	Gratuities (Apr 1984)
52.203-5	Covenant against Contingent Fees (Apr 1984)
52.203-6	Restrictions on Subcontractor Sales to the Government (Sep 2006)
52.203-7	Anti-Kickback Procedures (Oct 2010)
52.203-8	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Jan 1997)
52.203-10	Price or Fee Adjustment for Illegal or Improper Activity (Jan 1997)
52.203-12	Limitation on Payments to Influence Certain Federal Transactions (Sep 2007)
52.203-13	Contractor Code of Business Ethics and Conduct (Dec 2008)
52.204-4	Printed or Copied Double-Sided on Recycled Paper (Aug 2000)
52.204-10	Reporting Subcontract Awards (Sep 2007)
52.209-6	Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2006)
52.204-7	Central Contractor Registration (Apr 2008)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 50

52.204-9	Personal Identity Verification of Contractor Personnel (Jan 2011)
52.204-10	Reporting Subcontract Awards (Sep 2007)
52.209-2	Prohibition on Contracting with Inverted Domestic Corporations - Representation (May 2011)(May)
52.209-6	Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2006)
52.215-2 Alternate II	Audit and Records - Negotiation - Alternate II (Apr 1998)
52.215-8	Order of Precedence - Uniform Contract Format (Oct 1997)
52.215-11	Price Reduction for Defective Certified Cost or Pricing Data - Modifications (Aug 2011)
52.215-13	Subcontractor Certified Cost or Pricing Data - Modifications (Oct 2010)
52.215-17	Waiver of Facilities Capital Cost of Money (Oct 1997)
52.215-19	Notification of Ownership Changes
52.215-21	Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data - Modifications (Oct 2010)
52.216-7	Allowable Cost and Payment
52.216-8	Fixed Fee
52.219-9 Alternate II	Small Business Subcontracting Plan - Alternate II (Oct 2001)
52.219-16	Liquidated Damages - Subcontracting Plan (Jan 1999)
52.219-25	Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010)
52.222-1	Notice to the Government of Labor Disputes (Feb 1997)
52.222-3	Convict Labor (Jun 2003)
52.222-21	Prohibition of Segregated Facilities (Feb 1999)
52.222-22	Previous Contracts and Compliance Reports
52.222-26	Equal Opportunity (Mar 2007)
52.222-35	Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 51

52.222-36	Affirmative Action for Workers With Disabilities (Jun 1998)
52.222-37	Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)
52.222-4	Contract Work Hours and Safety Standards Act - Overtime Compensation (Jul 2005)
52.222-50	Combating Trafficking in Persons (Feb 2009)
52.222-54	Employment Eligibility Verification (Jan 2009)
52.223-5	Pollution Prevention and Right-to-Know Information (May 2011)
52.223-6	Drug-Free Workplace
52.223-10	Waste Reduction Program (May 2011)
52.223-12	Refrigeration Equipment and Air Conditioners (May 1995)
52.224-1	Privacy Act Notification (Apr 1984)
52.224-2	Privacy Act (Apr 1984)
52.225-13	Restrictions on Certain Foreign Purchases (Jun 2008)
52.226-1	Utilization of Indian Organizations and Indian-Owned Economic Enterprises (Jun 2000)
52.226-4	Notice of Disaster or Emergency Area set-Aside (Aug 2006)
52.226-5	Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)
52.227-1	Authorization and Consent (Jul 1995)
52.227-2	Notice and Assistance Regarding Patent and Copyright Infringement (Aug 1996)
52.227-3	Patent Indemnity (Apr 1984)
52.229-3	Federal, State, and Local Taxes (Apr 2003)
52.230-2	Cost Accounting Standards (Oct 2010)
52.230-3	Disclosure and Consistency of Cost Accounting Practices
52.232-1	Payments (Apr 1984)
52.232-7	Payments under Time-and-Materials and Labor-Hour Contracts (Feb 2007)
52.232-7 Alternate I	Payments under Time-and-Materials and Labor-Hour Contracts - Alternate I (Feb 2007)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 52

52.232-8	Discounts for Prompt Payment (Aug 2005)
52.232-9	Limitation on Withholding of Payments (Aug 2005)
52.232-11	Extras (Aug 2005)
52.232-17	Interest (Oct 2008)
52.232-18	Availability of Funds (Apr 1984)
52.232-22	Limitation of Funds
52.232.23	Assignment of Claims
52.232-25	Prompt Payment (Oct 2008)
52.233-1	Disputes (Jul 2002)
52.233-3	Protest after Award (Aug 1996)
52.233-4	Applicable Law for Breach of Contract Claim (Oct 2004)
52.234-4	Earned Value Management System (Jul 2006)
52.237-2	Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)
52.237-3	Continuity of Services (Jan 1991)
52.237-7	Indemnification and Medical Liability Insurance (Jan 1997)
52.239-1	Privacy or Security Safeguards (Aug 1996)
52.242-1	Notice of Intent to Disallow Costs
52.242-13	Bankruptcy (Jul 1995)
52.243-1	Changes - Fixed Price (Aug 1987)
52.243-1 Alternate I	Changes - Fixed Price - Alternate I (Apr 1984)
52.243-3	Changes - Time-and-Materials or Labor-Hours (Sep 2000)
52.243-7	Notification of Changes (Apr 1984)
52.244-2	Subcontracts (Dec 2008)
52.244-5	Competition in Subcontracting (Dec 1996)
52.244-6	Subcontracts for Commercial Items (Aug 2009)
52.245-1	Government Property (Aug 2010)
52.245-9	Use and Charges (Jun 2007)
52.246-20	Warranty of Services (May 2001)
52.246-25	Limitation of Liability - Services (Feb 1997)
52.247-63	Preference for U.S.-Flag Air Carriers (Jun 2003)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 53

52.247-67	Submission of Transportation Documents for Audit (Feb 2006)
52.247-68	Report of Shipment (REPSHIP) (Feb 2006)
52.248-1	Value Engineering (Oct 2010)
52.249-2 Alternate I	Termination for Convenience of the Government (Fixed-Price) - Alternate I (Sep 1996)
52.249-6 Alternate IV	Termination (Cost-Reimbursement) (May 2004)
52.249-8	Default (Fixed-Price Supply and Service) (Apr 1984)
52.249-14	Excusable Delays (Apr 1984)
52.253-1	Computer Generated Forms (Jan 1991)
HHSAR SOURCE	TITLE AND DATE
352.201-70	Paperwork Reduction Act (Jan 2006)
352.202-1	Definitions (Jan 2006)
352.203-70	Anti Lobbying (Jan 2006)
352.204-16	Prevention and Public Health Fund - Reporting Requirements (Mar 2012)
352.216-70	Additional Cost Principals (Jan 2006)
352.222-70	Contractor Cooperation in Equal Employment Opportunity Investigations (Jan 2010)
352.224-70	Privacy Act (Jan 2010)
352.232- 9	Withholding of Contract Payments (Jan 2006)
352.231-70	Salary Rate Limitation (Jan 2010)
352.233-71	Litigation and Claims (Jan 2006)
352.239-73	Electronic Information and Technology Accessibility (Jan 2010)
352.242-71	Tobacco-Free Facilities (Jan 2006)
352.242-73	Withholding of Contract Payments (Jan 2006)
352.242-74	Final Decisions on Audit Findings (April 1984)
352.270-1	Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (Jan 2001)
352.270-6	Restriction on Use of Human Subjects (Jan 2006)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 54

Section I-2 - Clauses Incorporated In Full Text

I.2       FAR 52.216-18 Ordering (Oct 1995)

(a)       Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through the end of the contract period.

(b)       All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c)       If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

I.3       FAR 52.216-19 Order Limitations (Oct 1995)

(a)       Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $00.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b)       Maximum order - $190 million

(1)       Any order for a single item in excess of $190 million;

(2)       Any order for a combination of items in excess of $190 million; or

(3)       A series of orders from the same ordering office within five

(5)       days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 55

(c)       If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d)       Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within five (5) days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

I.4 FAR 52.216-22 Indefinite Quantity (Oct 1995)

(a)       This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b)       Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c)       Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 56

(d)       Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after twelve (12) months after the end date of the contract.

(End of Clause)

I.5 FAR 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days.

(End of Clause)

I.6 FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b)       If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c)       The total duration of this contract, including the exercise of any options under this clause, shall not exceed sixty (60) months or five (5) years.

(End of Clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 57

I.7 52.237-3 Continuity of Services (Jan 1991)

(a)       The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to—

(1)       Furnish phase-in training; and

(2)       Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b)       The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of

proficiency.

(c)       The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d)       The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of clause)

SUBCONTRACT AGREEMENT 7400. PRECISION OPINION .01 Page 58

Exhibit C

SUPPLIER REPRESENTATIONS AND CERTIFICATIONS

(Subcontractor shall attach its government CCR Representations and Certifications here)

EX-10.10

CDC CONTRACT NO. 200-2018-96379

SUBCONTRACT NO. 8300. PRECISION OPINION. 01

SUBCONTRACT AGREEMENT

Subcontract Number:	8300. Precision Opinion. 01
Issued to:	James T. Medick, President
	Precision Opinion
	101 Convention Center Drive
	Plaza 124
	Las Vegas, NV 89109
	Telephone: 800-780-2790
	702-483-4000
	Fax:              702-483-4100
	Email: jmedick@precisionopinion.com
Issued by:	Michael W. Boyer
	Counsel & Contracts Manager
	National Opinion Research Center (NORC)
	55 East Monroe Street, Room 2009
	Chicago, IL 60603
	Phone: 312-357-3787
	Fax:      312-759-4004
	Email: boyer-michael@norc.org
Initial Subcontract Ceiling	$2,477,000.00
Prime Contract:
Number:	Prime Contract No. 200-2018-96379
Project Title:	National Immunization Survey
Client:	Centers for Disease Control and Prevention
Key Subcontract Dates:
Effective Date:	January 1, 2018
Expiration Date:	February 28, 2019
The Exhibits set forth below and attached to this Subcontract Agreement are incorporated herein:
EXHIBIT A.	Statement of Work
EXHIBIT B.	Government Provisions
EXHIBIT C.	Government CCR Representations and Certifications

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 2

1. SUBCONTRACT AGREEMENT

This agreement is between the National Opinion Research Center, a not-for-profit Colorado Corporation (hereinafter referred to as “NORC”) and Precision Opinion, LLC, a Nevada corporation (hereinafter referred to as “Subcontractor”).

1.01 Subcontract Requirements

(A) NORC hereby agrees to receive the services and deliverables (“Work”) as specifically set forth in Exhibit A (“Statement of Work”), and Subcontractor hereby agrees to the timely delivery of said Work and in exchange NORC hereby agrees to remit monies according to the Payment Schedule, as provided under Section 2, upon the conditions provided in this agreement (“Subcontract Agreement”). In the event that a Government Contract number is specified in section 1.01.B., supra, this Subcontract Agreement is expressly subject to and modified by the provisions set forth under Exhibit B (“Government Provisions”). It is expressly understood by Subcontractor that without a fully executed Subcontract Agreement, NORC shall not be responsible for any items allegedly purchased by and/or furnished to any NORC employee. At the sole discretion of NORC, any additional terms and conditions within Subcontractor invoices, statements, or other Subcontractor documents shall have no effect. It is understood that Work is undertaken hereunder by Subcontractor as an independent contractor and not as an employee or affiliate of NORC. Nothing contained in the Subcontract shall be construed to create a joint venture or partnership between the parties. NORC and Subcontractor identify below certain personnel necessary to this Subcontract Agreement, including:

(1) Key Subcontractor Personnel. The following named key subcontractor personnel (“Key Personnel”) may not be replaced without providing NORC thirty (30) days written notice prior to the change and a resume of the suggested replacement. Only personnel having equal or greater qualifications will be considered as suitable replacements.

James T. Medick, 702-483-4000

Bruce Baum, 702-483-4000

(2) Subcontract Representatives. NORC and Subcontractor shall each designate a Subcontract Representative, named below. In no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of this Subcontract including the Statement of Work, be effective or binding upon NORC or Subcontractor unless formalized by proper contractual documents executed by an individual authorized to bind the respective company.

NORC:	Michele Nachbar
	Executive Vice President, Business Ventures and Innovation
	55 E. Monroe Street, Suite 3000
	Chicago, IL 60603
	312-759-4016 Office
	312-759-4005 Fax
	773-814-8142 Cell
	nachbar-missy@norc.org

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 3

Subcontractor:	James T. Medick, President
	Precision Opinion
	101 Convention Center Drive Plaza 124
	Las Vegas, NV 89109
	Telephone: 800-780-2790
	702-483-4000
	Fax:              702-483-4100
	Email: jmedick@precisionopinion.com

(3) Technical Representatives. NORC and Subcontractor shall each designate a Technical Representative, named below. NORC’s Technical Representative is responsible for administering the technical performance of work under this Subcontract, in communication with the Subcontractor Technical Representative.

NORC:	Jenny Kelly
	Vice President
	55 East Monroe Street, Room 1912
	Chicago, II 60603
	312.759.5214 Office
	312.759.4004 Fax
	kelly-jenny@norc.org
Subcontractor:	James T. Medick, President
	Precision Opinion
	101 Convention Center Drive
	Plaza 124
	Las Vegas, NV 89109
	Telephone:800-780-2790
	702-483-4000
	Fax:702-483-4100
	Email: jmedick@precisionopinion.com

(B) Prime Contract.

(1) Subcontractor acknowledges and agrees that NORC is a party to a certain contract (“Prime Contract”) with its client (“Client”), identified as follows:

CDC Contract No. 200-2018-96379 for the project (“Project”) referenced therein. Appended as Exhibit B, Government Provisions, and incorporated into this Subcontract Agreement by reference, are applicable provisions of the Prime Contract, which shall have the same force and effect as if fully set forth herein, with the following modifications:

a) The term “Secretary” means “the NORC President” or his authorized representative.

b) The term “Contract” means “Subcontract.”

c) The term “Contracting Officer” means “NORC Contracting Officer.”

d) The term “Contractor” means “Subcontractor.”

e) The term “Government” means “NORC.”

f) The term “Schedule” means “Article [ through 17.11 of this Subcontract.

g) The term “Subcontract” means “lower-tier Subcontract.

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Subcontractor agrees to perform the Work under this Subcontract utilizing the Key Personnel in conformance with the applicable terms and conditions of the Prime Contract to the same extent as NORC is obligated there under. The parties hereto will take such actions as may be necessary or appropriate to facilitate NORC’s performance of the Prime Contract as it relates to this Subcontract. Notwithstanding any other provision hereof, any decision of the Client, including any Government Technical Representative or Contracting Officer of the Client under the Prime Contract, shall bind Subcontractor to the extent that it relates to this Subcontract upon being communicated to Subcontractor in writing by NORC.

1.02 Term: Extension

The term of this Subcontract Agreement (“Term”) shall commence on January 1, 2018 and expire on February 28, 2019, unless sooner terminated as otherwise provided in this Subcontract Agreement. At the option of NORC, the Term shall be extended for such additional time as may be determined necessary by NORC for purposes of fulfilling the requirements of the Prime Contract.

1.03 Supplemental Subcontract Requirements and Payment Schedules

During the Term, the parties hereto may from time to time agree to provision of additional Subcontract Requirements and, in such event the parties shall enter into supplemental written Subcontract Requirements and Payment Schedules, which shall without further action incorporate the terms and conditions of this Subcontract Agreement.

2. PAYMENT

2.01 Time & Materials Contract

(A) This agreement is awarded on a time and material basis and will be incrementally funded as NORC receives task orders under the NIS contract that requires the services of Subcontractor. The initial subcontract funding of this contract shall be $2,477,000, to support NORC’s scope of work for the first three Task Orders, Task Order #1 (NIS-Core, Quarters 1 and 2, 2018), Task Order #2 (NIS-Teen, Quarters 1-4, 2018), and Task Order #3 (NIS-CIM, Quarters 1 and 2, 2018) issued by the Government to NORC under the prime contract. At NORC’s discretion, incremental funding shall be provided if required to complete additional Task Orders under the Government contract. Any costs which exceed the funded amount are incurred at the Subcontractor’s risk. The total cost to NORC for performance of the Work shall not exceed $2,477,000 which shall be the “Subcontract Cost Limitation.” NORC shall not be obligated to pay Subcontractor for an aggregate amount in excess of the Subcontract Cost Limitation and Subcontractor shall not be obligated to continue the Work once the aggregate amount of time and material costs incurred equal the Subcontract Cost Limitation.

(B) If at any time during the period of performance Subcontractor concludes that the scope of work in Appendix A cannot be completed within the cost limit stated above, Subcontractor shall so notify NORC within 90 business days and shall provide, within 60 business days, an estimate of the additional funds which would be necessary to complete that scope of work. Upon notice, NORC may reduce the scope of work, revise the scope of work, increase the available funding, or advise Subcontractor to discontinue its efforts when the funds have been exhausted.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 5

2.02 Payment Schedule

Provided Subcontractor has not caused an Event of Default under this Subcontract Agreement, or a material breach which by passage of time would become an Event of Default, NORC shall remit payment after Subcontractor’s satisfaction of the Statement of Work, as follows:

Subcontractor shall submit invoices by the tenth (10^th,) of each month. Payment will be based on the following schedule and consideration:

1.	All interviewer training hours will be invoiced at $15.00 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work
2.	The production interviewing hours will be invoiced at $20.90 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work. In the event that the Subcontractors productivity falls below the standards as specified in the Statement of Work by as much as 20 percent (e.g., hours per completed case [for landline and cell cases combined] rises from 15.14 to 18.17), NORC will have the right to consider reduction of the hourly payment by $2.00 for each interviewer hour. Such considerations shall be discussed with the Subcontractor prior to NORC exercising such an adjustment to this hourly rate.
3.	Refusal conversion and/or Hispanic interviewing hours will be invoiced at $22.50 for each interviewing hour or portion thereof incurred in the execution of the Statement of Work.

2.03 Subcontractor Invoice Requirements

(A) All invoices shall contain a detailed explanation of the basis of the requested payment and the subcontract number. Subcontractor will provide monthly invoices to NORC including interviewer names, hours worked, quarter number, project name, and type of activity (interviewing, training, refusal conversion, downtime). Invoices shall be sent to NORC at its address indicated below:

National Opinion Research Center

Attn: Nakia Sprouse, Sr. Financial Analyst

55 East Monroe Street, 30^th Floor

Chicago, IL 60603

BILLING INSTRUCTIONS

All invoices must be numbered consecutively, signed, and provide sufficient information to enable NORC to adequately evaluate and verify the accuracy and validity of the invoice. Invoices in the Subcontractor’s format shall, at a minimum, include the following as applicable;

● Subcontractor name and invoice date,

● subcontract number,

● task number,

● description of each line item included on the invoice,

● units (hours or quantities) being billed,

● unit prices,

● extended totals, and

● the certification statement specified in Article 2.03B of the Subcontract.

(B) Subcontractor shall include with each invoice the following certification:

“I certify that this voucher reflects Precision Opinion, Inc’s request for reimbursement of allowable and allocable costs incurred in specific performance of work authorized under Prime Contract No. 200-2018-96379, and that these costs are true and accurate to the best of my knowledge and belief, and includes indirect costs billed at rates no higher than those approved by Subcontractor’s Administrative Contracting Officer (ACO) or cognizant audit agency on (insert date of approval letter).”

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(C) NORC shall rely in good faith upon the Subcontractor’s certification that the charges are allowable under this Subcontract and the cost principles set forth in FAR Part 31 applicable to the Subcontractor’s business type. In addition to any other indemnification obligations set forth in this Subcontract, the Subcontractor agrees to indemnify NORC for any and all claims, losses or damages, including reasonable attorney’s fees, which NORC sustains as a result of Subcontractor’s failure to invoice for indirect costs at rates approved by Subcontractor’s ACO.

(D) On receipt and approval of the invoice or voucher designated by the Subcontractor as the “completion invoice” or “completion voucher” and upon compliance by the Subcontractor with all the provisions of this Subcontract, NORC shall promptly pay to the Subcontractor any balance of allowable costs. The completion invoice or voucher shall be submitted by the Subcontractor promptly following completion of the Work under this Subcontract but in no event later that three (3) months (or such longer period as NORC may in its discretion approve in writing) from the date of such completion.

(E) The Subcontractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Subcontractor or any assignee under this Subcontract shall be paid, or where appropriate, credited, by the Subcontractor to NORC to the extent that they are properly allocable to costs for which the Subcontractor has been reimbursed by NORC under this Subcontract.

(F) After payment of ninety percent (90%) of the Subcontract Cost Limitation, NORC may withhold further payment pending establishment of a reserve of Twenty-Five Thousand Dollars ($25,000.00). This withholding shall be payable, 1) upon submission and acceptance of the final report, data, and/or deliverables, as set forth in the Statement of Work, and 2) upon submission and acceptance of the appropriate closing documents.

(G) The Subcontractor shall further comply with the requirements of the Client pursuant to the Prime Contract.

2.03 Payment Terms

Payments shall be made within (30) days from receipt of a properly completed invoice. NORC shall report payments to Subcontractor as required under applicable law to the Internal Revenue Service.

2.04 Audit Provisions

NORC reserves the right, upon reasonable notice to Subcontractor, to make an audit of Subcontractor’s bills and records relating to this Subcontract Agreement. If such audit discloses an overpayment or over-billing in excess of five percent (5%) Subcontractor shall be obligated to pay all reasonable costs actually incurred by NORC with respect to the audit.

3. SUBCONTRACT REQUIREMENTS

3.01 Subcontract Requirements

Subcontractor shall timely provide all Work in strict compliance with the specifications of Exhibit A (“Statement of Work’’).

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 7

3.02 Guaranteed Final Deliverable: Delivery and NORC Acceptance: Subcontractor Delay

(A) Guaranteed Final Deliverable. Notwithstanding any provision of this Subcontract to the contrary, Subcontractor shall manage this Subcontract in such a manner so as to guarantee NORC the delivery of an acceptable final deliverable (the final report, data, and/or deliverables, as set forth in the Statement of Work) under this Subcontract. It is the Subcontractor’s responsibility to ensure at all limes that adequate funds remain to cover all allowable costs necessary for the preparation and delivery of an acceptable final report, data, and/or deliverables, as set forth in the Statement of Work. All costs incurred by Subcontractor during preparation and delivery of an acceptable final deliverable(s) that are in excess of the funds remaining in the Subcontract shall be borne by Subcontractor.

(B) NORC Acceptance. Any and all acceptance by NORC of Subcontractor’s delivery of any Work shall require an express written certification thereof by the NORC Subcontract Representative.

(C) Subcontractor Delay. Whenever Subcontractor knows or reasonably should know that any actual or potential condition is delaying or threatens to delay the timely performance of the Work, Subcontractor shall within ten (10) days give notice thereof, including all relevant information with respect thereto to NORC’s subcontract representative.

3.03 Warranty

Subcontractor warrants and represents to NORC that the Work which is created and delivered by Subcontractor shall not violate or infringe upon any person’s rights in patents, trademarks, copyrights, and/or other rights, and shall hold NORC harmless therefrom. All warranties and indemnifications shall run to NORC and its clients.

3.04 Work for Hire

Subcontractor stipulates and agrees that the creation of the Work, including any and all underlying and/or supporting source information, is solely for the mutual benefit of NORC and the Client, such shall be deemed a “work for hire,” with all right, title, and interest therein, in whole and each part, of any nature, type, and extent, within and without the United States, in its delivered form and any and all derivations thereof, the property of NORC and/or the Client, as shall be determined by NORC. Subcontractor agrees to execute from time to time such documents to evidence such rights of NORC and/or the Client and cooperate with NORC in its application for any registration and enforcement of any rights, including but not limited to patent, trademark, and copyright applications, prosecutions, infringement actions, and similar proceedings. NORC and/or the Client shall have the right to further transfer its rights in the Statement of Work without consent of the Subcontractor.

3.05 Publicity

In addition to the covenants regarding confidentiality and proprietary interests under Article 5, the Subcontractor shall not make any public statements, participate in interviews, or otherwise engage in any publicity regarding the Work without the express written consent of NORC.

3.06 Debarred/Suspended Certification

Subcontractor hereby certifies by acknowledgement or acceptance of this Subcontract to the best of its knowledge and belief, that:

1) Neither Subcontractor nor any of its Principals -

a) Are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 8

b) Have within a three-year period preceding the Effective Date of this Subcontract, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, then, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or

c) Are presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in this provision.

2) Subcontractor has not, within a three-year period preceding the Effective Date of this Subcontract, had one or more contracts terminated for default by any Federal agency.

“Principles,” for the purposes of this certification, means: officers; directors; owners; partners; and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of a subsidiary, division, or business segment, and similar positions). THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED STATES CODE. This certification is a material representation of fact. If it is later determined that Subcontractor knowingly rendered an erroneous certification, in addition to other remedies available to NORC, NORC may terminate this Subcontract for default without advance notice or opportunity to cure.

4. SUBCONTRACTOR ACTIONS AND USE OF NORC PREMISES

4.01 Subcontractor Access

Subcontractor shall have limited access to NORC premises, or other site indicated in Exhibit A, during the regular business hours of NORC for delivery of the Work. Subcontractor shall not use such premises for any other purpose or in any manner which is unlawful or may be dangerous to persons or property.

4.02 Subcontractor Personnel

It is expressly understood and stipulated that the Subcontractor is an independent contractor of NORC and is expressly not an employee, affiliate, joint venture partner, or other partner of NORC. Subcontractor shall satisfy its obligations under this Subcontract Agreement personally (in the event that Subcontractor is an individual) or with its own employees (in the event Subcontractor is not an individual). NORC reserves the right from time to time to approve or remove any individuals proposed by Subcontractor to fulfill any aspect of the Subcontract Requirements.

4.03 Ultra Vires Actions

Subcontractor shall have no authority to bind NORC, incur debt in the name of NORC, or otherwise enter into any agreements concerning NORC without its express written authorization.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 9

5. CONFIDENTIALITY AND PROPRIETARY INTEREST

5.01 Definitions

(A) Trade Secrets. As used in this Subcontractor Agreement the term “Trade Secrets” shall mean any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in that it is not generally known in the industry in the areas in which it is utilized, as well as such other information designated as trade secrets under applicable law.

(B) Confidential Information. As used in this Subcontractor Agreement the term “Confidential Information” shall mean any data or information having commercial value which may include but not be limited to data, data bases, product plans, strategies, forecasts, research procedures and development, marketing techniques procedures and materials, customer names and other information related to customers, price-lists, pricing policies and financial information which is considered sensitive and which is not generally known to the public.

(C) Proprietary Information. As used in this Subcontractor Agreement the term “Proprietary Information” shall mean Trade Secrets and Confidential Information, as defined above, and any other information in which NORC maintains a valuable interest, where any or all of the foregoing is furnished or disclosed by NORC to Subcontractor, or to which Subcontractor has access given the nature of services provided under the Subcontractor Agreement, in either (i) tangible form marked as confidential, proprietary, or trade secret, or (ii) in intangible form subsequently identified as confidential, proprietary, or trade secret in writing within thirty (30) business days after disclosure. Proprietary Information shall include: (i) information disclosed directly between Subcontractor and NORC and its employees, directors, and contractors; (ii) information received by either Subcontractor or NORC from a client or other person contracting with NORC though not a party to this agreement; (iii) information received, if applicable, from any prime contractors to NORC or subcontractors or Subcontractors of NORC; or (iv) any respondents to surveys.

5.02 Confidentiality

(A) Non-disclosure. Subcontractor shall maintain the Proprietary Information as confidential and shall not disclose such Proprietary Information to any third party except to Subcontractor’s current employees, officers, and directors (if any) and designated NORC personnel (collectively “Recipients”) who have a bona fide need to know such Proprietary Information, nor shall Subcontractor knowingly or negligently use such Proprietary Information for its own benefit or for the benefit of others or for any purpose other than that expressly delineated by this Subcontractor Agreement. Prior to receiving any Proprietary Information, all Recipients shall have agreed in writing, according to the terms hereof, to an obligation to not further disclose Proprietary Information. Subcontractor shall dedicate its best efforts to safeguard all Proprietary Information. The requirements of this Subsection A shall be strictly construed in favor of non-disclosure; in the event of any ambiguity, it shall be deemed to proscribe disclosure.

(B) Consent. Except as provided in Subsection A, supra, disclosure of any Proprietary Information provided hereunder may not be made by Subcontractor absent the prior written consent of NORC, which consent may be granted or denied in NORC’s sole discretion. In each request for consent, Subcontractor shall provide NORC with (i) the name, occupation, and title of the party to whom Subcontractor wishes to disclose such information, (ii) the purpose of the disclosure, and (iii) a pro forma original of a confidentiality statement, in a format acceptable to NORC, signed by such person acknowledging that the party signing the document is aware of the confidentiality requirements hereunder, agrees to be bound by them, and understands that the confidentiality requirements inure to the benefit of NORC and may be enforced by NORC.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 10

(C) Ownership. All Proprietary Information and any copies thereof is and shall remain the property of NORC and, in tangible form, shall be promptly returned to NORC or destroyed by Subcontractor upon NORC’s request or, upon the expiration or termination of this Subcontractor Agreement, whichever occurs first. Nothing contained in this Subcontractor Agreement shall be construed as granting or conferring upon any person any patent, copyright, trademark, or other proprietary right in the Proprietary Information. Any and all work product of the Subcontractor specified as Statement of Work shall be deemed “work for hire” and Subcontractor expressly disclaims any and all interest therein. Subcontractor hereby covenants to execute such documents as reasonably requested by NORC to reiterate the foregoing.

(D) Compelled Disclosure. If Subcontractor or any of its employees, officers, directors, or agents is served with a subpoena or other process requiring the production or disclosure of Proprietary Information, then the person or entity receiving such subpoena or other legal process, shall provide NORC with written notice of such immediately after receipt thereof, and before complying with such subpoena or other legal process, shall permit NORC a reasonable period of time to intervene and contest such disclosure or production. To the extent that the subject judicial action is not caused by any malfeasance of Subcontractor, NORC shall bear all costs and attorneys’ fees for such contest.

(E) Term. This Agreement is effective as of the date hereof, and, if applicable, shall be retroactively effective as of the Commencement Date, and thereafter shall continue in full force and effect for the duration of the term of the Subcontractor Agreement. Notwithstanding the expiration or termination of this Subcontractor Agreement, Subcontractor shall keep Proprietary Information in the manner required hereunder until such is determined by NORC, from time to time, to no longer be Proprietary Information.

(F) Exclusions. Notwithstanding anything herein to the contrary, the parties agree that documentation and information will not be deemed Proprietary Information, and Subcontractor will have no obligation with respect to any such information, where such documentation and information (i) was in the public domain prior to the effective date of this Subcontractor Agreement or subsequently come in the public domain other than as a result of disclosure by Subcontractor, (ii) is independently developed by Subcontractor or is known to Subcontractor at the time of disclosure, in each case without reliance on NORC’s Proprietary Information, (iii) is approved for release without limitation pursuant to the written authorization of NORC, (iv) is disclosed to Subcontractor from a source other than NORC without similar restriction and without breach of this Subcontractor Agreement, or (v) is required to be disclosed, without restriction on further disclosure, by a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted (pursuant to Subsection D, supra).

5.03 Prohibition on Competitive Use of NORC Information

Neither Subcontractor nor any parent, subsidiary, or persons related to Subcontractor, or the respective officers, directors, members, owners, employees, agents, and/or contractors of such, shall utilize in any manner, whether or not previously disclosed by NORC to any other person or made generally available to the public, Proprietary Information (including but not limited to the Trade Secrets and Confidential Information) of NORC to solicit any agreement or contractual relationship, or encourage or facilitate others to so solicit, or enter into and/or maintain an agreement or contractual relationship, or further any pre-existing agreement or contractual relationship, including but not limited to persons to which NORC provides or may provide any professional services.

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5.04 Compliance

(A) Default. Given the nature of the Proprietary Information and the interests of NORC therein, while NORC may issue notices to cease and desist unauthorized disclosure and/or prohibited actual or reasonably anticipated competitive use, no cure period shall be allowed; unauthorized disclosure and/or use shall be deemed an automatic Event of Default of Subcontractor’s obligations under this Agreement.

(B) Right to Equitable Remedies. Subcontractor acknowledges that monetary damages would be an insufficient remedy for any breach of this Agreement, and that any such breach would cause NORC immediate and irreparable harm. Accordingly, Subcontractor agrees that in the event of any breach or threatened breach of this Subcontractor Agreement, Subcontractor shall not object to NORC’s request for equitable relief, including injunctive relief and specific performance, without the requirement for NORC to post a bond or other security, in addition to other remedies it may have at law, including monetary damages, or in equity.

5.05 Supplemental Client Confidentiality Agreements

To the extent applicable as of the Date of the Subcontractor Agreement, or as such may arise after the Commencement Date, appended hereto as Exhibit C are the additional terms and conditions of a confidentiality agreement required by clients of NORC (Client Confidentiality Agreement, as defined therein). In the event such does not provide specific rights and remedies in the Event of Default by Subcontractor, the provisions of §5.04, supra, shall apply. NORC and the Subcontractor, respectively, shall indemnify, defend, and hold the other harmless from and against any and all breaches of said Client Confidentiality Agreement.

5.06 Compliance with Privacy Laws

Subcontractor shall comply with any and all statutes, ordinances, rules, and regulations enacted by the federal government, any State, municipal body, or political subdivision thereof, regarding the collection, maintenance, use, and disposition of any data from and/or regarding survey respondents including the Privacy Act of 1974 (FAR 54.224-2) and the Protection of Human Subjects (CFR Title 45, DHHS, Part 46), (hereafter “Privacy Laws”). To the extent that Subcontractor determines the applicability and compliance requirements of Privacy Laws will adversely affect the Contract Requirements, including but not limited to timely delivery thereof, Subcontractor shall give NORC prompt written notice thereof, not to exceed fifteen (15) days after the Subcontract Agreement, specified in Section 1.02. NORC may, from time to time, request written certification and/or explanation of Subcontractor’s compliance under Privacy Laws. NORC may, without incurring liability therefor or limiting Subcontractor’s obligations provided above, provide within the Contract Requirements reference to specific Privacy Laws, which shall not be deemed an exclusive recitation of any and all applicable Privacy Laws.

5.07 Disclosure of Conflicts of Interest

Prior to execution and delivery of this Subcontract Agreement to NORC, the Subcontractor shall inform NORC in writing of any and all then-existing relationships and/or agreements of Subcontractor with any other person which causes a conflict of interest, or which would give a reasonable inference of a conflict of interest. The term “conflict of interest” shall be interpreted broadly in favor of disclosure and shall include, but not be limited to, the: (A) Subcontractor’s participation in any activity similar to the Statement of Work during the Term, (B) Subcontractor engaged in any litigation or claim against any client of NORC, or the reasonable anticipation thereof, and/or (C) rules pertaining to such under Government Provisions of Exhibit B. If during the Term any matter occurs or becomes known to Subcontractor which is or may reasonably be interpreted as a conflict of interest, Subcontractor shall promptly inform in writing the Subcontract Representative designated in Section 1.01(A)(2) thereof.

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5.08 Survival

The covenants, terms, and conditions of this Article 5 shall survive the expiration or earlier termination of this Subcontract Agreement.

6. ASSIGNMENT; SUB-SUBCONTRACT

Without prior written consent of NORC, Subcontractor may not assign, subcontract, pledge, hypothecate or otherwise transfer or permit the transfer of this Subcontract Agreement, in whole or in part, by operation of law or otherwise.

7. LIMITATION OF LIABILITY AND INDEMNITY

Subcontractor and NORC, respectively, agree to indemnify and hold the other harmless against any and all claims, demands, judgments, costs and expenses for injury to person and/or properly, including reasonable attorney’s fees for the defense thereof, arising from such indemnifying party’s actions or omissions under this Subcontract Agreement, from any breach or default on the part of such indemnifying party in the performance of any covenant or agreement hereunder, and from any act of negligence of such party and that of its agents, servants, employees, and/or contractors. In case of any action or proceeding brought against the indemnified party by reason of any such claim, the indemnifying party covenants to defend such action or proceeding, including appeals therefrom, with counsel reasonably acceptable to the indemnified party.

Notwithstanding the foregoing, NORC’s liability to Subcontractor hereunder whether arising in contract, tort (including negligence) or otherwise, shall not, under any circumstances, exceed the aggregate Payment Schedule.

8. CHANGES

a. Permitted Changes. NORC shall have the right by written notice to make changes from time to time in the Services to be rendered or the Products to be furnished by Subcontractor hereunder, including, but not limited to, changes to the delivery or performance schedule, the quantity of Products or Services ordered, the Work Statement, the place of inspection, delivery, or acceptance, and the amount of NORC or NORC Customer furnished property, if any.

b. Request for Equitable Adjustment and Duty to Proceed. If any such change causes an increase or decrease in the cost of performance of this Subcontract or in the time required for its performance, NORC may make an equitable adjustment in the Subcontract price or delivery schedule or both and shall modify this Subcontract in writing accordingly. To the extent that Subcontractor seeks an increase in price or extended schedule as a result of a change, Subcontractor must submit a written and fully supported request for equitable adjustment within ten (10) days from the date of NORC’s written notice to Subcontractor of the change or such further time as NORC may allow in writing. Subcontractor’s failure to adhere to the time deadlines in submitting its equitable adjustment proposal shall waive Subcontractor’s right to an equitable adjustment. Subcontractor shall proceed with the Subcontract as changed pending resolution of any request for equitable adjustment. The parties’ failure to agree to any adjustment shall be a Dispute covered by Sections 14 and 15 of these General Provisions.

c. Change Based on Prime Contract Change. If NORC issues a change based on a change in the Prime Contract, the equitable adjustment to Subcontractor, if any, in price or delivery schedule or both, will in no event be greater for an increase in price or schedule or less for a decrease in price or schedule than the corresponding equitable adjustment to NORC under the Prime Contract, excluding NORC’s performance costs, overhead, profit, and schedule impacts associated with the change.

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d. Signature Required by NORC Purchasing Representative. Information, advice, approvals or instructions given by NORC’s technical personnel or other representatives shall be deemed expressions of personal opinion only and shall not affect NORC’s and Subcontractor’s rights and obligations hereunder unless set forth in a writing which is signed by NORC’s purchasing representative and which states that it constitutes an amendment or change to this Subcontract.

9. TERMINATION FOR DEFAULT.

NORC, at its option, may terminate this Subcontract, in whole or in part, for default (in addition to any other rights and remedies provided at law) if any of the following acts of default occur: (1) Subcontractor’s performance under the Subcontract is in default: (2) Subcontractor materially breaches any provision of this Subcontract; (3) Subcontractor becomes involved in or with a petition under any bankruptcy act or similar statute which is not vacated within 30 days after such filing; or (4) any other reason set forth in this Subcontract. Such termination for default shall be effective upon receipt by Subcontractor of a written notice of termination for default issued by NORC. The notice of termination for default shall be preceded by a letter briefly describing the conditions of default and offering Subcontractor not less than 5 days to cure the default unless NORC’s Customer has terminated or threatened to terminate NORC’s contract without an opportunity to cure. After receipt of a notice of a complete or partial termination for default, Subcontractor shall: (i) stop affected Work; (ii) terminate all affected subcontracts; (iii) return all NORC and NORC Customer property or equipment to NORC; (iv) complete performance of any Subcontract work not terminated; and (v) take such other and further action as may be reasonably required by NORC.

In the event that NORC properly terminates this Subcontract for default, either in whole or in part, Subcontractor shall only receive payment (less amounts covered by any NORC right of setoff) under the terminated portion of the Subcontract for Subcontract-compliant Work provided to and accepted by NORC prior to the effective date of such termination and only to the extent that NORC’s Customer first pays for such Work. Subcontractor shall submit a request for payment under the terminated Subcontract, or terminated portion of the Subcontract, within 30 days after termination. In no event shall Subcontractor be entitled to receive payment on Work for which NORC’s Customer will not pay. In the event of a partial termination for default, Subcontractor shall not be entitled to an equitable adjustment to the non-terminated portion of the Subcontract. Moreover, in the event of a termination for default, NORC may procure substitute services, deliverables, and/or supplies, to satisfy the obligations set forth in the Subcontract or portion of the Subcontract terminated. Upon a termination for default, Subcontractor shall be liable to NORC for all expenses incurred by NORC that would not have been incurred had Subcontractor performed pursuant to this Subcontract including, but not limited to, the increased costs of (and associated with) any substitute services, deliverables, and supplies procured. NORC’s remedies provided for in this provision shall be in addition to any other remedy available to NORC by law or as otherwise provided for in this Subcontract, and this provision shall survive any termination of this Subcontract. In the event that NORC improperly terminates this Subcontract for default, the termination shall be treated as a termination for convenience and Subcontractor shall be entitled only to receive payment in accord with the provisions of Section 11 below.

10. STOP WORK ORDER

NORC may direct the Subcontractor to stop work under this Subcontract Agreement at any time (“Stop Work Order’’). The Subcontractor will be reimbursed only for those costs actually incurred prior to the Stop Work Order, contingent upon full reimbursement to NORC by the Client under the Prime Contract for these costs.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 14

(A) Under the Prime Contract, the Contracting Officer may, at any time, by written order to NORC, require NORC to stop all or any part of the Work called for by the Prime Contract. After the order is delivered to NORC, and for any further period to which the parties may agree, the Contracting Officer may also cancel the stop Work order or terminate the Work covered by such order. Immediately upon receipt of any stop Work order that affects the Work called for under this Subcontract, NORC shall direct Subcontractor to stop all or any part of the Work called for under this Subcontract for a period corresponding to the period of the Contracting Officer’s order to NORC or any agreed to extensions thereof, or such other period to which NORC and Subcontractor may agree.

(B) If a Stop Work Order issued to Subcontractor under this article is canceled by NORC or the period of such order or any extension thereof expires, Subcontractor shall resume Work upon receipt of written notice by NORC to do so. In such event, an equitable adjustment shall be made in the delivery schedule or cost of this Subcontract Agreement if:

(l) The Stop Work Order resulted in an increase or decrease in the cost of or the time required for the performance of any part of the Work to be performed under this Subcontract and,

(2) Subcontractor asserts a claim for such adjustment within thirty (30) days after the end of the period of Work stoppage and,

(3) Said claim is approved by the Contracting Officer or Client.

(C) If a Stop Work Order is not canceled and the Work covered by such order is terminated by NORC either for convenience or default, such termination shall be handled in accordance with the “Termination” provisions of this Subcontract. Reasonable costs resulting from the Stop Work Order shall be allowed as part of the termination settlement.

(D) In the event that the Subcontractor receives an order to stop work and is unable to provide continued funding for personnel on the project or is unable to assure that it will be able to resume work using such personnel, Subcontractor may immediately issue a written termination notice to NORC.

11. TERMINATION FOR CONVENIENCE

NORC may terminate this Subcontract for convenience, in whole or in part, without advance notice in the event that: (i) NORC’s Customer terminates, for any reason (e.g., default or convenience), the Prime Contract; (ii) NORC’s Customer terminates, for any reason, any part of the Prime Contract if this Subcontract relates (in whole or in part) to the portion terminated. NORC also may terminate this Subcontract for convenience, in whole or in part, if NORC deems such termination to be in NORC’s best interest regardless of whether NORC’s Prime Contract is terminated. After receipt of a notice of partial or total termination for convenience, Subcontractor shall (unless otherwise directed by NORC in writing): (i) stop affected Work; (ii) terminate all affected subcontracts; (iii) return all NORC and NORC Customer property or equipment to NORC; (iv) deliver to NORC, retain (with an appropriate credit to NORC), or dispose of all other Subcontract supplies, deliverables, or equipment (with an appropriate credit to NORC); (v) complete performance of any Subcontract work not terminated; and (vi) take such other and further action as may be reasonably required by NORC. In the event of a partial termination for convenience, Subcontractor may request (in writing and within 30 days of the termination for convenience) an equitable adjustment for the non-terminated portion of the work to the extent the termination for convenience impacted the continuing work. Subcontractor shall only receive such an equitable adjustment if NORC’s Customer provides NORC with a corresponding equitable adjustment.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 15

Subcontractor shall submit a detailed and documented Federal Acquisition Regulation (“FAR”) compliant termination for convenience settlement proposal under the terminated Subcontract, or terminated portion of the Subcontract, within 60 days after termination. Absent NORC written consent (which NORC may withhold for any reason), Subcontractor shall not seek any costs as part of its termination for convenience settlement proposal which are not allowed by FAR Part 31 and FAR Subparts 49.1 and 49.2, and the provisions referenced therein. If this Subcontract is terminated for convenience in whole or in part pursuant to this Section _ and notwithstanding the preceding sentence, NORC shall not be liable to Subcontractor for anything more than allowed for under the payment provisions of this Subcontract (on a percentage performed basis) for Work performed before the effective date of the termination and may only recover amounts recovered by NORC from NORC’s Customer (except where the NORC Customer did not issue a termination).

12. SUBCONTRACTOR’S INSURANCE

12.01 Minimum Insurance

Subcontractor, at Subcontractor’s expense, agrees to maintain in force during the Term:

(A) Comprehensive General Liability Insurance, shall be written in comprehensive form and shall protect Contractor against all claims arising from injuries to members of the public or damage to property of others arising out of any act or omission of Subcontractor, its agents employees or Subcontractors, including contractual liability coverage., on an occurrence basis, with minimum limits of liability in an amount of: One Million Dollars ($1,000,000) for bodily injury or death to any one person and Three Million Dollars ($3,000,000) for bodily injury or death to more than one person and One Million Dollars ($1,000,000) with respect to damage to property;

(B) Comprehensive Automobile and Other Vehicle Liability Insurance shall be written in comprehensive form and shall protect Contractor against all claims for injuries to members of the public and damage to property of others arising from Subcontractor’s use of owned motor vehicles, with minimum limits of liability in an amount of: Five Hundred Thousand Dollars ($500,000) for bodily injury or death to any one person and Five Hundred thousand Dollars ($500,000) for bodily injury or death to more than one person and Fifty Thousand Dollars ($50,000) with respect to damage to property; and,

(C) Worker’s Compensation Insurance, in statutorily required amounts;

The insurance coverage specified above shall constitute the minimum requirements and said requirements shall in no way lessen or limit the liability of Subcontractor under this Subcontract.

12.02 Additional Insureds; Endorsements

The policy referred to in §12.01 (A) and (B) shall name NORC as additional insured. Each policy referred to in §11.01 shall be issued by one or more responsible insurance companies licensed to do business in Illinois and reasonably satisfactory to NORC and shall contain the following provisions and endorsements:

(A) that such insurance may not be canceled or amended without thirty (30) days’ prior written notice to NORC;

(B) an express waiver of any right of subrogation by the insurance company against the NORC Indemnitees; and

(C) that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any party for losses covered by such policies.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 16

12.03 Certificates

Vendor shall deliver to NORC, certificates of insurance of all policies and renewals thereof to be maintained by Vendor hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy.

13. NOTICES

All notices required or permitted to be given hereunder shall be in writing and shall be deemed given and delivered, whether or not received, (a) the next business day when deposited with a reputable commercial courier by overnight delivery or (b) three (3) business days after deposit in the United States Mail, certified, return receipt requested, and under either method such being properly addressed and all charges and/or postage paid, at the following addresses:

to NORC:

Michele Nachbar

Executive Vice President, Business Ventures and Innovations

55 E. Monroe Street, Suite 3000

Chicago, IL 60603

312.759.4016 Office

312.759.4005 Fax

773.814.8142 Cell

nachbar- missy@norc.org

or such other address as NORC shall designate by written notice to Subcontractor, and; to Subcontractor:

James T. Medick, President

Precision Opinion

101 Convention Center Drive

Plaza 124

Las Vegas, NV 89109

Telephone: 800-780-2790

702-483-4000

Fax: 702-483-4100

Email: jmedick@precisionopinion.com

or such other address as Subcontractor shall designate by written notice to NORC.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 17

14. DISPUTES

a. Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, the parties agree that any Dispute between them or against any agent, employee, successor, or assign of the other shall be settled, to the extent possible, by good faith negotiations. Any Dispute which the parties cannot resolve by good faith negotiations within thirty (30) days or such longer period as the parties may mutually agree to, shall be submitted and finally resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect. The arbitration shall be conducted by a panel of three arbitrators in Chicago, Illinois unless both parties consent in writing to a different location. The panel of arbitrators shall be appointed by agreement between the parties or failing such agreement in accordance with AAA rules. The parties may conduct discovery pursuant to the Federal Rules of Civil Procedure and Evidence. The chairperson of the arbitration panel shall, among other things: (a) have authority to resolve discovery disputes and issue appropriate subpoenas and orders to facilitate discovery; (b) rule on dispositive motions, and (c) conduct the arbitration according to the Federal Rules of Evidence. The arbitration panel shall have authority to award monetary damages, declaratory judgments, specific performance, and injunctive and other equitable relief, which shall be enforceable by either the panel or any court with jurisdiction over the enjoined party or its assets. Either party may also, without waiving any remedy under this Subcontract, seek from any court having jurisdiction over the parties or its assets any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral panel (or pending the arbitral panel’s determination of the merits of the controversy). The arbitration panel shall not have authority to award punitive, special or consequential damages or any other damages not available under this Subcontract. The arbitration panel also shall not have the power to modify or amend the provisions of this Subcontract except in accord with Section 8. The Arbitration panel shall apply the law specified in Section 17.06. Subcontractor and NORC will pay their own attorneys’ fees and expert fees and other costs related to prosecuting or defending any Dispute, but shall share equally the costs and fees associated with the arbitration hearing and the panel.

b. Waiver of Trial. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE, BUT, EXCEPT AS OTHERWISE INDICATED IN THIS SUBCONTRACT, THEY KNOWINGLY CHOSE TO WAIVE ALL RIGHTS TO A JUDGE OR JURY TRIAL AND, INSTEAD, HAVE ANY AND ALL DISPUTES DECIDED BY ARBITRATION. THE PARTIES SPECIFICALLY ACKNOWLEDGE THAT THIS MUTUAL WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER AN ADEQUATE OPPORTUNITY TO NEGOTIATE ITS TERMS.

c. Third-party Joinder. Except as otherwise provided herein, in the event that any unrelated third party is joined in any Dispute between the parties, the disputes procedures set forth in this Section 14 or 15 nevertheless shall apply to compel the resolution of any Dispute between the parties hereto.

d. Duty to Proceed. Until final resolution of any Dispute hereunder, Subcontractor shall proceed diligently with the performance of this Subcontract unless otherwise directed by NORC in writing.

15. DISPUTES UNDER PRIME CONTRACT PROVISION.

a. Pass Through. Notwithstanding Section 14, any Dispute arising under or related to this Subcontract, which NORC could include in a claim or other demand under the disputes provisions of its Prime Contract (including, but not limited to, any issued related to NORC Customer actions or directions) shall be resolved, at NORC’s option, as follows: (i) Subcontractor shall provide NORC with a fully supported written claim, properly certified, within twenty (20) days after the claim accrues or such longer time as NORC allows in writing; (ii) Subcontractor shall cooperate with NORC in prosecuting Subcontractor’s timely made claim or demand and will be bound by the resulting decision; and (iii) Subcontractor shall pay its proportional costs in pursuing the claim. If Subcontractor fails to provide NORC with a written claim for any Dispute that could fall within this Section within twenty (20) days after the claim arises or a longer provided if allowed by NORC in writing, Subcontractor shall have waived the claim and may not bring the claim under this Subcontract.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 18

b. Limitation of NORC Liability. NORC’s entire liability to Subcontractor with respect to any matter prosecuted under the Prime Contract disputes clause shall be limited to the recovery obtained against NORC’s Customer for Subcontractor’s claims, less markups specifically allowed NORC. If Subcontractor is affected by the resulting decision and NORC elects lo appeal, Subcontractor shall pay to NORC Subcontractor’s proportion of the appeal costs. If NORC elects not to appeal the decision, NORC shall notify Subcontractor of such decision within thirty (30) days. If Subcontractor submits a timely request to NORC to appeal such decision, NORC shall file an appeal, at Subcontractor’s sole cost, if NORC may do so in good faith. NORC has the right to review, prior to submission, any pleading or other papers Subcontractor wants to file in such appeal. Subcontractor agrees to delete any admissions or statements in the pleadings or papers to which NORC reasonably objects. If NORC appeals such decision, whether or not at Subcontractor’s request, any decision regarding such appeal shall be binding on NORC and Subcontractor as it relates to this Subcontract.

c. Subcontractor Duty lo Proceed. Until final resolution of any Dispute hereunder, Subcontractor shall proceed diligently with the performance of this Subcontract unless NORC otherwise directs in writing.

16. LIMITATION OF LIABILITY.

CLAIMS FOR DAMAGES BY SUBCONTRACTOR OF ANY NATURE WHATSOEVER ARISING UNDER OR RELATED TO THIS SUBCONTRACT SHALL BE LIMITED TO DIRECT DAMAGES. IN NO EVENT SHALL NORC’S LIABILITY EXCEED THE PRICE PAYABLE FOR THE WORK TO BE PERFORMED BY SUBCONTRACTOR UNDER THIS SUBCONTRACT. IN NO EVENT WILL SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR LOST PROFIT DAMAGES, BE AVAILABLE TO SUBCONTRACTOR WITH RESPECT TO ANY ALLEGED BREACH OR OTHER CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) RELATING TO THIS SUBCONTRACT.

17. MISCELLANEOUS

17.01 Entire Contract

This Subcontract Agreement, including the Exhibits attached hereto, contains the entire agreement between NORC and Subcontractor concerning the Subcontract Agreement, this document superseding any request for proposal (“RFP”) which may have been issued by NORC and any proposal by Subcontractor thereto, and there are no other agreements, either oral or written.

17.02 Binding Effect

This Subcontract Agreement shall be binding upon and inure to the benefit of NORC and Subcontractor and their respective heirs, legal representatives, successors and permitted assigns. Subcontractor and NORC each represent and warrant to the other that it is duly formed and in good standing, and has full authority to enter into this Subcontract Agreement, so that when executed this Subcontract Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

17.03 Modification of Subcontract Agreement

Should any mortgagee, lender, landlord, client, or similar person, of NORC, require a modification of this Subcontract Agreement, which modification will not cause any increased cost or expense to Subcontractor, or in any way substantially change the rights and obligations of Subcontractor hereunder, then and in such event, Subcontractor agrees that this Subcontract Agreement may be so modified.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 19

17.04 Captions

The Section captions in this Subcontract Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Sections.

17.05 Compliance with Laws

Subcontractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations which may be applicable to Subcontractor’s performance under this Subcontract, including, without limitation: the Service Contract Act; the Work Hours and Safety Standards Act; the Walsh-Healey Public Contracts Act; the Davis-Bacon Act; the Fair Labor Standards Act of 1938; the Civil Rights Act of 1964, as amended; Title 41, Chapter 60, of the Code of Federal Regulations, as amended; the Equal Opportunity Clause as set forth in clause 52.222-26 of the FAR; and all Jaws, regulations, and rules related to the safety and conditions of each job site, including but not limited to those promulgated or prescribed pursuant to the Occupational Safety and Health Act of 1970, and any amendment thereto.

17.06 Choice of Law

NORC and Subcontractor agree that, irrespective of the place of performance, the laws of the State of Illinois, excluding its choice of law rules and the Convention for the International Sale of Goods (if otherwise applicable), shall govern any and all Disputes under this Agreement. NORC and Subcontractor also agree that the provisions of the Illinois Uniform Commercial Code shall apply to this Subcontract and all Disputes, regardless of whether the subject matter of this Subcontract relates to the provision of services, goods, the lease of rental equipment or material, or the license of software. Notwithstanding the foregoing, any provision of this Subcontract that incorporates by reference a provision of the Federal Acquisition Regulation (“FAR”) or the Office of Management and Business Circular A-122 (“OMB a-122”) shall be construed and interpreted according to the federal common law of government contracts, as interpreted by federal judicial bodies, boards of contract appeals, and other quasi-judicial agencies of the federal government. Except as otherwise provided in this Subcontract or otherwise agreed to in writing by the parties, venue and jurisdiction for all judicial proceedings relating lo or arising under this Subcontract shall lie exclusively in Illinois.

17.07 Time

Time is of the essence of this Subcontract Agreement and the performance of all obligations hereunder.

17.08 No Presumption Against Drafter

NORC and Subcontractor acknowledge that this Subcontract Agreement has been freely negotiated by both parties and, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Subcontract Agreement or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted the Subcontract Agreement or any portion thereof.

17.09 Attorney’s Fees and Costs

The defaulting Party shall pay, upon demand of the prevailing Party, all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in enforcing the observance and performance of all covenants, conditions and provisions of this Subcontract Agreement, or resulting from the Party’s Event of Default under this Subcontract Agreement, and pre-judgment interest thereon at the legal prevailing rate.

17.10 Severability

If any provision of this Agreement is held or rendered illegal or unenforceable it shall be considered separate and severable from this Agreement. The remaining provisions of this agreement shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this agreement.

17.11 Duplicate Original Subcontract Agreement

This Subcontract Agreement, including its Exhibits, is executed in duplicate original form.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 20

IN WITNESS WHEREOF, this Subcontract Agreement has been executed as of the last date and year written below.

National Opinion Research Center		SUBCONTRACTOR:
		Precision Opinion, Inc.
By:	/s/ Michele Nachbar	By:	/s/ James T. Medick
	Michele Nachbar		James T. Medick
Title:	Executive Vice President	Title:	President
Date:	01/25/18	Date:	1/24/18

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 21

Exhibit A

STATEMENT OF WORK

STATEMENT OF WORK

A. Services

Subcontractor shall conduct interviews and research services for NORC (“Research Services”) comprised of administering research surveys (each, a “Client Survey”) by telephone from Subcontractor’s offices from the pool of telephone numbers (hereafter referred to as “Sample”) provided by NORC.

B. Subcontractor Responsibilities

In performing the Research Services, it is anticipated that the Subcontractor will be required to staff between 60 to 120 interviewing stations (depending on CDC funded activities). It is further anticipated that each station will be required to support, on average between 20 and 30 hours per week. To support daily production, Subcontractor will provide a telephone center manager; staffed monitoring stations; floor supervisors; and clerical support, as necessary, each day on which interviewing occurs.

The Subcontractor will recruit, screen and hire prospective interviewers and supervisors in accordance with NORC’s requirements, and to the extent available, it will assign interviewers and supervisors to work on NORC projects who are already working at Precision Opinion. The Subcontractor will consult with NORC in the event that circumstances (e.g., rapid and significant ramp-up required to meet a new Task Order) require the Subcontractor to recruit new interviewers to work on NORC projects. All Subcontractor data collection personnel will attend the required project-specific training. A trained Subcontractor staff Member (along with NORC personnel, as needed) will conduct training at Subcontractor’s telephone center in Las Vegas, Nevada. The training hours assume Subcontractor will provide all orientation information and non-project specific training for its supervisors/monitors and interviewers. For project specific training, interviewers will attend 24 hours of initial project training related to the Government’s Task Order #1 (NIS-Core) and Task Order #2 (NIS-Teen) combined, 4 hours of refusal aversion training, and 3 hours refresher training each quarter. Supervisors and monitors will attend 24 hours of initial interviewer project training, 15 hours of monitoring/supervisor training, 4 hours of interviewer refusal aversion training, and 3 hours of interviewer refresher training each quarter. The hours required for training are subject to change based on experience. NORC will provide train-the-trainer training, and all subsequent trainings will be conducted by Subcontractor.

On a monthly basis, the Subcontractor will submit production reports including hours charged by interviewer by project code. In addition, Subcontractor telephone center manager and project manager will attend telephone conferences calls with NORC, as needed, at a time mutually agreed upon by NORC and the Subcontractor.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 22

The Subcontractor will use its reasonable commercial efforts to complete Client Surveys in accordance with the performance thresholds set forth in Section D below, “Reports and Deliverables.” Performance will be reviewed each week to monitor progress toward the completed-interview and productivity goals. Performance indicators to be reviewed include hours per completed interview, completed interviews to date, and proportion of interviews which include partially completed interviews, based on disposition codes developed by NORC. In addition, the Subcontractor’s telephone supervisory staff will monitor 10% of all interviewer hours using an audio-visual system and will adopt the quality assurance program of the NORC.

NORC will train the Subcontractor on Schedule Source, a web-based tool used to schedule and track interviewer hours. The Subcontractor will use this system on a daily basis.

Subcontractor will provide workstations, including computers, telephones, and headsets, for interviewers and supervisors/monitors.

Subcontractor will be responsible for complying with all confidentiality and security protections specified by the CDC.

C. NORC’s Responsibilities

Sample will be centrally and remotely controlled from the Chicago office of NORC.

NORC will provide the Subcontractor with the reports necessary to evaluate interviewer quality and production for both individual interviewers and the subcontractor production facilities.

NORC will establish VOIP communications line between NORC’s Chicago facility and the Subcontractor’s offices. NORC will also maintain security measures on its servers in its Chicago facility.

D. Reports and Deliverables

Subcontractor shall use its reasonable commercial efforts to satisfy the performance goals described below.

1. Production standards

The overall targets are shown in the table below for each of the subcontract data collection years.

The Subcontractor will agree to negotiate in good faith revisions in the productivity goals, if·necessitated by contract negotiations.

CDC Task Order No.	Task Order	Period of Performance	Production Goals
1	NIS Core, Q1-Q2 2-18	January 1, 2018 – December 31, 2019	15.14 Hours per Case (HPC), landline and cell cases combined
2	NIS-Teen, Q1-Q4 2018	January 1, 2018 – December 31, 2019	1.83 Hours per Case (HPC), landline and cell cases, combined
3	NIS-Child Influenza Module, Q1-Q2 2018	January 1, 2018 – August 31, 2019	0.35 Hours per Case (HPC), landline and cell cases, combined

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 23

2. Reports

On a monthly basis, the Subcontractor will submit production reports including hours charged by interviewer by project code. In addition, Subcontractor telephone center manager and project manager will attend telephone conferences calls with NORC, as needed, at a time mutually agreed upon by NORC and the Subcontractor.

3. Invoicing

Subcontractor will provide monthly invoices to NORC including interviewer names, hours worked, quarter number, project name, and type of activity (interviewing, training, refusal conversion, downtime).

4. Other considerations

In the event that the contractor encounters difficulty in meeting the performance goals described in the table above, or when difficulties are anticipated complying with the Subcontract deliverable schedule, or when Subcontractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subcontract, the Subcontractor shall promptly notify the NORC Project Director in writing, giving pertinent details. Such notification shall not be construed as a waiver by NORC of any deliverable productivity standard or date, or any rights or remedies provided under this Subcontract.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 24

Exhibit B

GOVERNMENT PROVISIONS

CLAUSES INCORPORATED BY REFERENCE. If this Subcontract involves Products or Services in support of a Government Prime Contract or subcontract under a Government Prime Contract, the following clauses set forth in the FAR, HHSAR and OMB Circular A-122 in effect as of the date of said Prime Contact are incorporated herein by reference. Unless otherwise expressly noted herein, the words “Government,” and “Contracting Officer” each shall mean “NORC” or (when appropriate) “NORC and the Contracting Officer,” the words “Contractor” or “Offeror” shall mean “Subcontractor,” and the words “Contract” and “Schedule” shall refer to this “Subcontract.” The definitions outlined herein are intended to create legal relationships between NORC and Subcontractor identical to, but not dependent on, the relationship the FAR, HHSAR and OMB Circular A-122 intend to establish between the “Government” and a “Contractor.” Subcontractor shall include the terms of this Section in all purchase orders or subcontracts awarded under this Subcontract.

Section H - Special Contract Requirements

H. 1 Dissemination of Information (May 1998)

No information related to data obtained under this contract shall be released or publicized without the prior written consent of the Contracting Officer Technical Representative.

(End of Clause)

H. 2 Release of Information (Jul 1999)

The Contractor shall not, unless authorized in writing by the Contracting Officer, release or provide any information or interpretations concerning any plans or specifications prepared under this contract to prospective construction contractors, manufacturers, or suppliers for their use in bidding or submitting quotations on the subject project.

Any cost estimates prepared by the Contractor under this contract for use either by the Government or the Contractor shall be consider privileged information and will not be divulged to any third party.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 25

H. 3 CDC0-H021 Lobbying Prohibition Using Federal Funds (Sep 2009)

Per FAR 31.205-22, the contractor is hereby notified of the restrictions on the use of Department of Health and Human Service’s funding for lobbying of Federal, State and Local legislative bodies.

Section 1352 of Title 10, United Stated Code (Public Law 101-121, effective 12/23/89), among other things, prohibits a recipient (and their subcontractors) of a Federal contract, grant, loan, or cooperative agreement from using appropriated funds {other than profits from a federal contract} to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions; the awarding of any Federal contract; the making of any Federal grant; the making of any Federal loan; the entering into of any cooperative agreement; or the modification of any Federal contract, grant, loan, or cooperative agreement. For additional information of prohibitions against lobbying activities, see FAR Subpart 3.8 and FAR Clause 52.203-12.

In addition, the current Department of Health and Human Services Appropriations Act provides that no part of any appropriation contained in this Act shall be used, other than for normal and recognized executive-legislative relationships, for publicity or propaganda purposes, for the preparation, distribution, or use of any kit, pamphlet, booklet, publication, radio, television, or video presentation designed to support, or defeat legislation pending before the Congress, or any State or Local legislature except in presentation to the Congress, or any State or Local legislative body itself.

The current Department of Health and Human Services Appropriations Act also provides that no part of any appropriation contained in this Act shall be used to pay the salary or expenses of any contract or grant recipient, or agent acting for such recipient, related to any activity designed to influence legislation or appropriations pending before the Congress, or any State or Local legislature.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 26

H. 4 CDC0-H022 Smoke Free Working Environment (May 2009)

In compliance with Department of Health and Human Services (DHHS) regulations, all contractor personnel performing work within CDC/ATSDR facilities shall observe the CDC/ATSDR smoke-free working environment policy at all times. This policy prohibits smoking in all CDC/ATSDR buildings and in front of buildings which are open to the public. This policy is also applicable to contractor personnel who do not work full-time within CDC/ATSDR facilities, but are attending meetings within CDC/ATSDR facilities.

(End of Clause)

H.5 CDC0-H055: Smoke Free Environment Certification (February 2009)

The Centers for Disease Control and Prevention (CDC) recognizes that secondhand smoke (SHS) exposure poses serious health risks to nonsmokers. SHS exposure in the workplace has been linked to an increased risk for heart disease and lung cancer among adult nonsmokers. SHS has been designated as a known carcinogen (cancer-causing agent) by the National Toxicology Program of the U.S. Environmental Protection Agency and by the International Agency for Research on Cancer (IARC). The National Institute for Occupational Safety and Health has concluded that SHS is an occupational carcinogen. There is no risk-free level of SHS exposure. Separating smokers from nonsmokers, cleaning the air, and ventilating buildings cannot eliminate this exposure. SHS is an important preventable cause of death from cancer and other illnesses, and many Americans, both adults and children, remain at significant risk from SHS exposure.

It is the CDC’s intent to protect the health of all CDC employees and reduce cancer and other serious health hazards caused by SHS exposure. Therefore, all meetings and conferences organized and/or sponsored or co-sponsored by the CDC shall be held in a conference venue that provides a smoke-free environment. A smoke free conference venue is defined as a venue that makes ALL public places in the hotel and in all meeting facilities smoke-free. This includes, but is not limited to, meeting rooms, common areas such as lobbies and hallways, all indoor public spaces, all indoor employee work areas, restaurants (including restaurant bar areas), and lounges.

Conferences include symposia, seminars, workshops, and any other organized and formal meeting lasting one or more days, where CDC personnel assemble to exchange information and views or explore or clarify a defined subject, problem, or area of knowledge.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 27

CERTIFICATION: Offeror’s acceptance of any resulting contract certifies that the meeting/conference venue provided is “smoke free” and that all CDC personnel attending said meeting/conference will be doing so in a smoke-free environment.

(End of Clause)

H. 6 CDC0-H045 Privacy Act (Sep 2009)

(a) Notification is hereby given that the Contractor and its employees are subject to criminal penalties for violation of the Privacy Act to the same extent as employees of the Government. The Contractor shall assure that each of its employees knows the prescribed rules of conduct and that each is aware that he or she can be subjected to criminal penalty for violation of the Act. A copy of 45 CFR Part 5b, Privacy Act Regulations, may be obtained at http://ecfr.gpoaccess.gov/cgi/t/text/text idx?c=ecfr&tpl=%2Findex.tpl.

(b) The Contracting Officer Technical Representative is hereby designated as the official who is responsible for monitoring contractor compliance with the Privacy Act.

(c) The Contractor shall follow the Privacy Act guidance as contained in the Privacy Act system notice provided in individual task orders, as applicable.

(End of Clause)

H. 7 System of Records (SOR) Notice

Contractors shall abide by all requirements of the Privacy Act of 1974. Pursuant to those requirements, the contractor shall work with the OPDIV system owner or designee and the OPDIV Privacy Act Officer to publish a System of Record (SOR) notice in the Federal Register when a new System of Records is to be created and will publish an updated (SOR) notice following a “major change” as defined by Office of Management and Budget Memorandum 03-22 or subsequent replacement guidance.

(End of Provision)

H. 8 Privacy Impact Assessment (PIA)

Contractors shall conduct and maintain an initial Privacy Impact Assessment (PIA) as defined by Section 208 of the E-Government Act of 2002. Periodic reviews shall be conducted by the system owner, with assistance from the contractor, to determine if a major change to the system has occurred, and if a PIA update is needed.

(End of provision)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 28

H. 9 Non-Disclosure Agreement for Contractor and Contractor Employees (May 2009)

The Contractor shall prepare and submit a Designated Agent Agreement to the Contracting Officer and COTR prior to accessing confidential information. Instructions are provided in Attachment “Affidavit of Non-Disclosure” (see Section J - J.12).

I. Procurement-Sensitive Information

Contractor further agrees that it will not cause or encourage any employee to disclose, publish, divulge, release, or make known in any manner or to any extent, to any individual, other than an authorized Government employee, any procurement-sensitive information gained while in connection with fulfilling the employee’s responsibilities at the CDC. For purposes of this agreement, procurement-sensitive information includes, but is not limited to, all information in Statements of Work (SOW), Requests for Contract (RFC), and Requests for Proposal (RFP); Responses to RFPs, including questions from potential offerors; non-public information regarding procurements; all documents, conversations, discussions, data, correspondence, electronic mail (e-mail), presentations, or any other written or verbal communications relating to, concerning, or affecting proposed or pending solicitations or awards; procurement data; contract information plans; strategies; source selection information and documentation; offerors’ identities; technical and cost data; the identity of government personal involved in the solicitation; the schedule of key technical and procurement events in the award determination process; and any other information that may provide an unfair competitive advantage to a contractor or potential contractor if improperly disclosed to them, or any of their employees.

Contractor understands and agrees that employee access to any procurement-sensitive information may create a conflict of interest which will preclude contractor from becoming a competitor for any acquisition(s) resulting from this information. Therefore, if an employee participates in any discussions relating to procurement-sensitive information, assists in developing any procurement-sensitive information, or otherwise obtains any procurement-sensitive information during the course of performing duties at the CDC, contractor understands and agrees that contractor are be excluded from competing for any acquisition(s) resulting from this information.

II. Identification of Non-Government Employees

Contractor understands that its employees are not agents of the Government. Therefore, unless otherwise directed in writing by the CDC, contractor agrees to assist and monitor employee compliance with the following identification procedures:

A.	At the beginning of interactions with CDC employees, employees of other governmental entities, members of the public, or the media (when such communication or interaction relates to the contractor’s work with the CDC), contractors’ employees will .identify themselves as an employee of a contractor.
B.	Contractors’ employees will include the following disclosures in all written communications, including outgoing electronic mail (e-mail) messages, in connection with contractual duties to the CDC:

Employee’s name

Name of contractor

Center or office affiliation

Centers for Disease Control and Prevention

C.	At the beginning of telephone conversations or conference calls, contractors’ employees will identify themselves as an employee of a contractor.
D.	Contractors should not wear any CDC logo on clothing, except for a CDC issued security badge while carrying out work for CDC or on CDC premises. The only other exception is when a CDC management official has granted permission to use the CDC logo.
E.	Contractors’ employees will program CDC voice mail message to identify themselves as an employee of a contractor.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 29

I understand that federal laws including, 18 U.S.C. 641 and 18 U.S.C. 2071, provide criminal penalties for, among other things, unlawfully removing, destroying or converting to personal use, or use of another, any public records. Contractor acknowledges that contractor has read and fully understands this agreement.

Name of contractor: ________________________

Signature of Authorized Representative of

Contractor: _______________________

Date: ___________________

Copies retained by: contracting official and contractor

Exhibit I

Centers for Disease and Prevention (CDC)

Contractors’ Employee Non-Disclosure Agreement

I. Procurement-Sensitive Information

I agrees that unless I have prior written permission from the CDC, I will not disclose, publish, divulge, release, or make known in any manner or to any extent, to any individual other than an authorized Government employee, any procurement-sensitive information gained in connection with the performance of my responsibilities to the CDC. I specifically agree not to disclose any non-public, procurement-sensitive information to employees of my company or any other organization unless so authorized in writing by the CDC. For purposes of this agreement, procurement- sensitive information includes, but is not limited to, all information in Statements of Work (SOW), Requests for Contract (RFC), and Requests for Proposal (RFP); Responses to RFPs, including questions from potential offerors; non-public information regarding procurements; all documents, conversations, discussions, data, correspondence, electronic mail (e-mail), presentations, or any other written or verbal communications relating to, concerning, or affecting proposed or pending solicitations or awards; procurement data; contract information plans; strategies; source selection information and documentation; offerors’ identities; technical and cost data; the identity of government personal involved in the acquisition; the schedule of key technical and procurement events in the award determination process; and any other information that may provide an unfair competitive advantage to a contractor or potential contractor if improperly disclosed to them, or any of their employees.

Contractor understand and agrees that my access to any procurement-sensitive information may create a conflict of interest which will preclude me, my current employer, or a future employer from becoming a competitor for any resulting government acquisition derived from this information. Therefore, if I participate in any discussions relating to procurement-sensitive information, assist in developing any procurement-sensitive information, or otherwise obtain any procurement-sensitive information during the course of performing my duties at the CDC, I understand and agree that I, my current employer, and any future employer(s) are excluded from competing for any resulting acquisitions.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 30

II. Special Non-Disclosure Clause for Contractors with Access to CDC Grants Management and Procurement-Related Information Technology Systems

In addition to complying with the non-disclosure requirements and safeguards stated above, I understand that my authorization to use CDC’s grants management and procurement systems is strictly limited to the access and functions necessary for the performance of my responsibilities to the CDC and which have been approved in advance by the CDC. I understand that I am not authorized to enter procurement requests for any requirements pertaining to contracts or subcontracts held by me or my employer.

III. Identification as a Non-Government Employee

I understand that as an employee of a government contractor, I represent an independent organization and I am not an agent of the Government. Therefore, I agree that unless I have prior written authorization from the CDC, I will, at the beginning of interactions with CDC employees, employees of other governmental entities, members of the public, or the media (when such communication or interaction relates to the contractor’s work with the CDC), identify myself as an employee of a contractor. I further agree to use the following identification procedures in connection with my work at the CDC:

A. I will include the following disclosures in all written communications, including outgoing electronic mail (e-mail) messages:

Employee’s name

Name of contractor

Center or office Affiliation

Centers for Disease Control and Prevention

B. I will identify myself as an employee of a contractor at the beginning of telephone conversations or conference calls;

C. I will not wear any CDC logo on clothing, except for a CDC issued security badge while carrying out work for CDC or on CDC premises; the only other exception is when a CDC management official has granted permission to use the CDC logo.

D. I will program my CDC voice mail message to identify myself as a contractors’ employee.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 31

I understand that federal laws including, 18 U.S.C. 641 and 18 U.S.C. 2071, provide criminal penalties for, among other things, unlawfully removing, destroying or converting to personal use, or use of another, any public records. I acknowledge that I have read and fully understand this agreement.

Name of contractor: _______________

Name of Employee: _______________

Signature of Employee:

Date: ________________

Copies retained by: contracting official, contractor, and Employee

(End of Clause)

H. 10 Health Insurance Portability & Accountability Act of 1996 (Sep 2008)

Pursuant to the Standards for Privacy of Individually Identifiable Health Information promulgated under the Health Insurance Portability and Accountability Act (HIPAA) (45 CFR Parts 160 and 164), covered entities may disclose protected health information to public health authorities “...authorized by law to collect or receive such information for the purpose of preventing or controlling disease, injury, or disability, including, but not limited to, the reporting of disease, injury, vital events such as birth or death, and the conduct of public health surveillance, public health investigations, and public health interventions...” The definition of a public health authority includes “...a person or entity acting under a grant of authority from or contract with such public agency...” The [Insert: Partner name] is acting under contract with the CDC [or: ATSDR] to carry out [Insert: Name of project/activity] which is authorized by [Insert: statutory authority from Public Health Service Act, Comprehensive Environmental Response, Compensation, and Liability Act, OR other legislation] and therefore may be considered a public health authority under the Privacy Rule for purposes of this project. Further, CDC [or: ATSDR] consider this to be [Insert: type of public health activity, i.e., disease/injury reporting, vital events, surveillance, investigations, intervention, registry] for which disclosure of protected health information by covered entities is authorized by section 164.512(b) of the Privacy Rule (45 CFR 164,512(b)).

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 32

H. 11 Information Security Plan (Jun 2003)

The contractor shall prepare and maintain an information security plan, which promotes information protection and systems security appropriate to the environment in which it will be executed. This plan should address confidentiality and privacy, integrity and backup of data and systems, access, continuity of operations, and all other relevant considerations. The contractor is responsible for ensuring that the project complies with relevant federal and other jurisdictional regulations. Before developing the security plan, the contractor should review the considerations included in Office of Management and Budget Circular A-130, Appendix III), and Federal Information Systems Management Act (FISMA) of 2002 (P. L. 107-347), as well as other federal regulations, guidance, and information security standards (see Attachments 15 & 16 - Section J).

The initial draft and all subsequent versions of the information security plan must be prepared and submitted by the contractor to the CDC Contracting Officer and to the CDC COTR, in Microsoft Word compatible format. The contractor shall be responsible for ensuring that the security plan is acceptable to the CDC COTR, as well as any subsequent federal reviewers (e.g., Center and/or CDC information security officers, HHS officials, OMB officials, etc.). All federal reviewers’ comments shall be conveyed to the contractor by the COTR and/or the Contracting Officer.

The COTR and the Contracting Officer will review the draft security plan and any subsequent versions and submit recommendations/comments to the contractor within 14 working days after receipt. The contractor shall incorporate the COTR’s recommendations and submit paper and electronic copies of the security plan to the Contracting Officer and to the COTR within five working days after receipt of the COTR’s comments.

In addition to developing and maintaining a security plan as described above, the contractor shall be responsible for continuously assessing and assuring information security for the project and for updating the security plan as needed throughout the duration of the contract.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 33

H. 12 Data Collection Approval (May 1998)

SLAITS-related work under this contract is subject to the Paperwork Reduction Act, requiring the Assistant Secretary for Management and Budget (ASMB) and the Office of Management and Budget (OMB) to approve the action. The Contractor is not authorized to expend any funds or take any action whatsoever in soliciting data from any of the public respondents until the Contracting Officer has notified the Contractor that ASMB and OMB final approval has been obtained. The Contractor shall provide the Contracting Officer’s Technical Representative (COTR) with all information necessary to obtain final clearance.

(End of Clause)

H. 13 Identification of Data

The Contractor shall identify the technical data delivered to the Government as required by this contract with the number of the contract and the name and address of the Contractor and subcontractor, should that be the case, who generated the data.

(End of Clause)

H. 14 Data Subject to Confidentiality Requirements

The type(s) of data subject to the clause at 352.224-70, Confidentiality of Information, which has been incorporated by reference in Section I, are as follows: All data to which the Contractor’s employees and/or subcontractors and their employees have access as a result of performance of this contract, which is classified as being of either moderate or high sensitivity.

(End of Clause)

H. 15 Non-Personal Services

(a) As stated in the Office of Federal Procurement Policy Letter 92-1, dated September 23, 1992, Inherently Governmental Functions, no personal services shall be performed under this contract. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 34

(b) The Contractor shall not perform any inherently governmental actions under this contract. No Contractor employee shall hold him or herself out to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government contractors in connection with this contract, the Contractor employee shall state that they have no authority to in any way change the contract and that if the other contractor believes this communication to be a direction to change their contract, they should notify the Contracting Officer for that contract and not carry out the direction until a clarification has been issued by the Contracting Officer.

(c) The Contractor shall insure that all of its employees and subcontractor employees working on this contract are informed of the substance of this clause. Nothing in this clause shall limit the Government’s rights in any way under any other provision of the contract, including those related to the Government’s right to inspect and accept the services to be performed under this contract. The substance of this clause shall be included in all subcontracts at any tier.

(End of Clause)

H. 16 Online Representations and Certification Application (ORCA) (Dec 2005)

(a) All Contractors are required to complete electronic annual representations and certifications at http://orca.bpn.gov in conjunction with registration in the Central Contractor Registration (CCR) database per FAR 4.1102 and FAR 4.1201. Certifications in ORCA are required prior to the submission of contract proposals.

(b) Contractors shall update the representations and certifications submitted to ORCA as necessary, but at least annually, to ensure they are kept current, accurate, and complete. All Contractors with current contracts shall notify the Contracting Officer in writing when changes are made to ORCA. The representations and certifications are effective until one year from date of submission or update to ORCA.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 35

H. 17 Dissemination, Publication & Distribution of Information

Any data given to the Contractor by the Government or data obtained by Contractor on behalf of the Government shall be used only for the performance of the contract unless the Contracting Officer specifically permits another use, in writing. Should the Contracting Officer permit the Contractor the use of Government-supplied data for a purpose other than solely for performance of this contract and, if such use could result in a commercially viable product, the Contracting Officer and the Contractor must negotiate a financial benefit to the Government. This benefit should most often be in the form of a reduction in the price of the contract; however, the Contracting Officer may negotiate any other benefits he/she determines is adequate compensation for the use of these data.

Upon the request of the Contracting Officer, or the expiration date of this contract, whichever shall come first, the Contractor shall return or destroy all data given to the Contractor by the Government. However, the Contracting Officer may direct that the data be retained by the Contractor for a specific period of time, which period shall be subject to agreement by the Contractor. Whether the data are to be returned, retained, or destroyed shall be the decision of the Contracting Officer with the exception that the Contractor may refuse to retain the data. The Contractor shall retain no data, copies of data, or parts thereof, in any form, when the Contracting Officer directs that the data be returned or destroyed. If the data are to be destroyed, the Contractor shall directly furnish evidence of such destruction in a form the Contracting Officer shall determine is adequate.

(End of Provision)

H. 18 Supervision of Employees

The Contractors employees shall remain under the Contractor’s direct supervision at all times. Although the Government will coordinate directions within the scope of the contract, detailed instructions for the Contractor’s employees and supervision shall remain the responsibility of the Contractor.

The Contractor aggrees that this is a non-personal services contract; that for all the purposes of the contract, the Contractor is not, nor shall he hold himself out to be an agent or partner of, or joint venture with, the Government; and that he shall neither supervise nor accept supervision from Government employees.

(End of Provision)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 36

H. 19 Privacy Documentation

Contractors shall be responsible for preparing and maintaining current all documentation directly and indirectly relating to its program(s) designed to ensure the confidentiality, integrity, and availability of Federal Information and Federal Information System and its assets that enable its possession or control.

(End of Provision)

H. 20 Performance-Based Services Contracting (PBSC)

Performance-based contracting techniques will be applied to task orders issued under this contract to the maximum extent practicable. For information about PBSC, refer to the Federal Acquisition Community’s Acquisition Central site at http://acquisition.gov/comp/seven steps/index.html.

PBSC TOs must include at a minimum:

(a) Performance requirements that define the work in measurable, mission-related terms;

(b) Performance standards (i.e., quality, quantity, timeliness) tied to the performance requirements;

(c) A Government Quality Assurance Surveillance Plan (QASP) or other suitable plan that describes how the Contractor’s performance will be measured against the performance standards or service level agreements (SLAs); and

(d) If the acquisition is either critical to agency mission accomplishment or requires relatively large expenditures of funds, positive and negative incentives tied to the performance standards/SLAs.

(End of Provision)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 37

H. 21 Key Personnel

The Contractor shall designate specific senior level professional, technical and managerial personnel as key personnel who are essential to the successful performance of work under awarded Task Orders. Key personnel shall be identified in task order proposals and shall be available for full-time assignment as necessary to efficiently manage and perform the work of the contract and shall be available on the effective date of task order award.

(End of Provision)

H. 22 Contractor Substitution of Key Personnel

Following Task Order award, and throughout the life of the Task Order, the Contractor shall permit no substitution of key personnel without the written consent of the Contracting Officer, unless such substitutions are necessitated by an individual’s sudden illness, death or termination of employment. In the event that substitution of personnel is desired, the Contractor shall notify the Contracting Officer in writing at least thirty (30) calendar days before any key personnel substitution is made, if possible. The Contractor shall submit a justification in sufficient detail to permit evaluation of the impact on the contract or TO performance, with the resume of the proposed replacement personnel. The Contractor shall obtain the Contracting Officer’s written approval prior to any changes in the contract participation of the personnel named as key personnel. Proposed substitute personnel shall have experience and education at least substantially equal to those of the personnel being replaced. Requests for substitutions shall provide a detailed explanation of the circumstances necessitating such changes, a resume for each proposed substitute, and any other information as requested by the Contracting Officer. The Contracting Officer will evaluate such requests and promptly notify the Contractor of approval or disapproval thereof.

(End of provision)

H. 23 CDC0-H031 Representations and Certifications

The Representations, Certifications and Other Statements of Offerors submitted by             dated             are hereby incorporated by reference, with the same force and effect as if they were given in full text. The on-line Representations and Certifications is located at https://orca.bpn.gov/.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 38

H. 24 CDC0-H053 Health Information Technology (April 2009)

Note: Use this clause only with healthcare solicitations

Executive Order 13410: Promoting Quality and Efficient Health Care in Federal Government Administered or Sponsored Health Care Programs promotes efficient delivery of quality health care through the use of health information technology, transparency regarding health care quality and price, and incentives to promote the widespread adoption of health information technology and quality of care. To support this mission, the awardee shall, at a minimum, implement the following clauses(s)/condition(s) and, in doing so, the actions and steps taken to implement the clause(s)/condition(s) shall not impose additional costs onto the Federal Government.

Interoperability of Health IT Systems

● Use recognized health information interoperability standards at the time of the system update, acquisition, or implementation, in all relevant information technology systems supported, in whole or in part, through this agreement/contract.

● Use the Centers for Disease Control’s (CDC) Public Health Information Network (PHIN), such as requirements, standards, specifications, and promising practices, in the research and implementation of efficient, effective, and interoperable public health information systems, to facilitate interoperability with public health organizations and networks. More information about PHIN can be found at www.cdc.gov/phin.

● Where offerors/awardees support or participate in health information [or data] exchange with disparate entities, offerors/awardees must have an architecture that is compatible with the architecture of the Nationwide Health Information Network (www.hhs.gov/healthit/healthnetwork/back ground).

Adoption/Incentives

● Use health IT products, such as electronic health records, personalized health records, and the network components through which they operate and share information, certified by the Certification Commission for Healthcare Information Technology (CCHIT) or other recognized certification board, to ensure a minimum level of interoperability or compatibility of health IT products.

● Use services available at HHS’ Agency for Healthcare Research and Quality (AHRQ) National Resource Center for Health Information Technology (NRC) at www.healthit.ahrq.gov. The NRC provides technical assistance, identifies challenges to health IT adoption and use, and identifies solutions and best practices that have the potential to transform clinical practice through the best and most effective use of IT.

● Partner with other health care plans, local quality improvement organizations, and/or local medical societies to promote the adoption of certified electronic health records in physician office settings.

● Partner with other health care plans and/or local hospital associations to promote the adoption of certified electronic health records in the hospital setting.

● Offer products which provide incentives to consumers to access and use price and quality information.

● Offer pay-for-performance programs that reward use of certified electronic health record systems.

Transparency of Quality Measurements

● Report and publish consensus-based quality measures using standardized methodologies.

● Contribute to all-payer claims data sets, where applicable.

● Partner with providers, employers, and consumers to determine the manner in which quality metrics will be made available to the public in local or regional areas.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 39

Transparency of Pricing Information

● Report and publish average reimbursement rates for specific procedures and provider services relative to rates published by Medicare.

● Report and publish actual reimbursement rates for specific providers and procedures.

(End of Clause)

H. 25 HHSAR 352.239-70 Standard for Security Configurations (Jan 2010)

(a) The Contractor shall configure its computers that contain HHS data with the applicable Federal Desktop Core Configuration (FDCC) (see http://nvd.nist.gov/fdcc/index.cfm) and ensure that its computers have and maintain the latest operating system patch level and anti-virus software level.

Note: FDCC is applicable to all computing systems using Windows XP™ and Windows Vista™, including desktops and laptops—regardless of function—but not including servers.

(b) The Contractor shall apply approved security configurations to information technology (IT) that is used to process information on behalf of HHS. The following security configuration requirements apply:

Approved security configurations are identified in NIST checklists (http://web.nvd.nist.gov/view/ncp/repository) or contained in a DoD DISA security technical implementation guide or security checklist http://iase.disa.mil/stigs/index.html. If CDC specific security configuration requirements are later determined to apply, they will be provided subsequent to contract award and incorporated by contract modification.

Note: The Contracting Officer shall specify applicable security configuration requirements in solicitations and contracts based on information provided by the Project Officer, who shall consult with the OPDIV/STAFFDIV Chief Information Security Officer.

(c) The Contractor shall ensure IT applications operated on behalf of HHS are fully functional and operate correctly on systems configured in accordance with the above configuration requirements. The Contractor shall use Security Content Automation Protocol (SCAP)-validated tools with FDCC Scanner capability to ensure its products operate correctly with FDCC configurations and do not alter FDCC settings—see http://nvd.nist.gov/validation.cfm. The Contractor shall test applicable product versions with all relevant and current updates and patches installed. The Contractor shall ensure currently supported versions of information technology products meet the latest FDCC major version and subsequent major versions.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 40

(d) The Contractor shall ensure IT applications designed for end users run in the standard user context without requiring elevated administrative privileges.

(e) The Contractor shall ensure hardware and software installation, operation, maintenance, update, and patching will not alter the configuration settings or requirements specified above.

(f) The Contractor shall (1) include Federal Information Processing Standard (FIPS) 201-compliant (see http://csrc.nist.gov/publications/fips/fips201-1/FIPS-201-1- chngl.pdf), Homeland Security Presidential Directive 12 (HSPD-12) card readers with the purchase of servers, desktops, and laptops; and (2) comply with FAR Subpart 4.13, Personal Identity Verification.

(g) The Contractor shall ensure that its subcontractors (at all tiers) which perform work under this contract comply with the requirements contained in this clause.

(End of Clause)

H. 26 HHSAR 352.239-71 Standard for Encryption Language (Jan 2010)

(a) The Contractor shall use Federal Information Processing Standard (FIPS) 140-2-compliant encryption (Security Requirements for Cryptographic Module, as amended) to protect all instances of HHS sensitive information during storage and transmission. (Note: The Government has determined that HHS information under this contract is considered ’’sensitive’’ in accordance with FIPS 199, Standards for Security Categorization of Federal Information and Information Systems, dated February 2004.)

(b) The Contractor shall verify that the selected encryption product has been validated under the Cryptographic Module Validation Program (see http://csrc.nist.gov/cryptval/) to confirm compliance with FIPS 140-2 (as amended). The Contractor shall provide a written copy of the validation documentation to the Contracting Officer and the Contracting Officer’s Technical Representative.

(c) The Contractor shall use the Key Management Key (see FIPS 201, Chapter 4, as amended) on the HHS personal identification verification (PIV) card; or alternatively, the Contractor shall establish and use a key recovery mechanism to ensure the ability for authorized personnel to decrypt and recover all encrypted information (see http://csrc.nist.gov/drivers/documents/ombencryption- guidance.pdf). The Contractor shall notify the Contracting Officer and the Contracting Officer’s Technical Representative of personnel authorized to decrypt and recover all encrypted information.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 41

(d) The Contractor shall securely generate and manage encryption keys to prevent unauthorized decryption of information in accordance with FIPS 140-2 (as amended).

(e) The Contractor shall ensure that this standard is incorporated into the Contractor’s property management/control system or establish a separate procedure to account for all laptop computers, desktop computers, and other mobile devices and portable media that store or process sensitive HHS information.

(f) The Contractor shall ensure that its subcontractors (at all tiers) which perform work under this contract comply with the requirements contained in this clause.

(End of Clause)

H. 27 HHSAR 352.239-72 Security Requirements for Federal

Information Technology Resources (Jan 2010)

(a) Applicability. This clause applies whether the entire contract or order (hereafter ’‘contract”), or portion thereof, includes information technology resources or services in which the Contractor has physical or logical (electronic) access to, or operates a Department of Health and Human Services (HHS) system containing, information that directly supports HHS’ mission. The term “information technology (IT)’’, as used in this clause, includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services) and related resources. This clause does not apply to national security systems as defined in FISMA.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 42

(b) Contractor responsibilities. The Contractor is responsible for the following:

(1) Protecting Federal information and Federal information systems in order to ensure their—

(i) Integrity, which means guarding against improper information modification or destruction, and includes ensuring information non-repudiation and authenticity;

(ii) Confidentiality, which means preserving authorized restrictions on access and disclosure, including means for protecting personal privacy and proprietary information; and.

(iii) Availability, which means ensuring timely and reliable access to and use of information.

(2) Providing security of any Contractor systems, and information contained therein, connected to an HHS network or operated by the Contractor, regardless of location, on behalf of HHS.

(3) Adopting, and implementing, at a minimum, the policies, procedures, controls, and standards of the HHS Information Security Program to ensure the integrity, confidentiality, and availability of Federal information and Federal information systems for which the Contractor is responsible under this contract or to which it may otherwise have access under this contract. The HHS Information Security Program is outlined in the HHS Information Security Program Policy, which is available on the HHS Office of the Chief Information Officer’s (OCIO) Web site.

(c) Contractor security deliverables. In accordance with the timeframes specified, the Contractor shall prepare and submit the following security documents to the Contracting Officer for review, comment, and acceptance:

(1) IT Security Plan (IT-SP) — due within 30 days after contract award. The IT-SP shall be consistent with, and further detail the approach to, IT security contained in the Contractor’s bid or proposal that resulted in the award of this contract. The IT-SP shall describe the processes and procedures that the Contractor will follow to ensure appropriate security of IT resources that are developed, processed, or used under this contract. If the IT-SP only applies to a portion of the contract, the Contractor shall specify those parts of the contract to which the IT-SP applies.

(i) The Contractor’s IT-SP shall comply with applicable Federal laws that include, but are not limited to, the Federal Information Security Management Act (FISMA) of 2002 (Title III of the E-Government Act of 2002, Public Law 107-347), and the following Federal and HHS policies and procedures:

(A) Office of Management and Budget (OMB) Circular A-130, Management of Federal Information Resources, Appendix III, Security of Federal Automated Information Resources.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 43

(B) National Institute of Standards and Technology (NIST) Special Publication (SP) 800-18, Guide for Developing Security Plans for Federal Information Systems, in form and content, and with any pertinent contract Statement of Work/Performance Work Statement (SOW/PWS) requirements. The IT-SP shall identify and document appropriate IT security controls consistent with the sensitivity of the information and the requirements of Federal Information Processing Standard (FIPS) 200, Recommended Security Controls for Federal Information Systems. The Contractor shall review and update the IT-SP in accordance with NIST SP 800-26, Security Self-Assessment Guide for Information Technology Systems and FIPS 200, on an annual basis.

(C) HHS-OCIO Information Systems Security and Privacy Policy.

(ii) After resolution of any comments provided by the Government on the draft IT-SP, the Contracting Officer shall accept the IT-SP and incorporate the Contractor’s final version into the contract for Contractor implementation and maintenance. On an annual basis, the Contractor shall provide to the Contracting Officer verification that the IT-SP remains valid.

(2) IT Risk Assessment (IT-RA) — due within 30 days after contract award. The IT-RA shall be consistent, in form and content, with NIST SP 800-30, Risk Management Guide for Information Technology Systems, and any additions or augmentations described in the HHS-OCIO Information Systems Security and Privacy Policy. After resolution of any comments provided by the Government on the draft IT-RA, the Contracting Officer shall accept the IT-RA and incorporate the Contractor’s final version into the contract for Contractor implementation and maintenance. The Contractor shall update the IT-RA on an annual basis.

(3) FIPS 199 Standards for Security Categorization of Federal Information and Information Systems Assessment (FIPS 199 Assessment) — due within 30 days after contract award.

The FIPS 199 Assessment shall be consistent with the cited NIST standard. After resolution of any comments by the Government on the draft FIPS 199 Assessment, the Contracting Officer shall accept the FIPS 199 Assessment and incorporate the Contractor’s final version into the contract.

(4) IT Security Certification and Accreditation (IT-SC&A) — due within 3 months after contract award. The Contractor shall submit written proof to the Contracting Officer that an IT-SC&A was performed for applicable information systems- -see paragraph (a) of this clause. The Contractor shall perform the IT-SC&A in accordance with the HHS Chief Information Security Officer’s Certification and Accreditation Checklist; NIST SP 800-37, Guide for the Security Certification and Accreditation of Federal Information Systems; and NIST SP 800-53, Recommended Security Controls for Federal Information Systems. An authorized senior management official shall sign the draft IT-SC&A and provide it to the Contracting Officer for review, comment, and acceptance.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 44

(i) After resolution of any comments provided by the Government on the draft IT-SC&A, the Contracting Officer shall accept the IT-SC&A and incorporate the Contractor’s final version into the contract as a compliance requirement.

(ii) The Contractor shall also perform an annual security control assessment and provide to the Contracting Officer verification that the IT-SC&A remains valid. Evidence of a valid system accreditation includes written results of:

(A) Annual testing of the system contingency plan; and

(B) The performance of security control testing and evaluation.

(d) Personal identity verification. The Contractor shall identify its employees with access to systems operated by the Contractor for HHS or connected to HHS systems and networks. The Contracting Officer’s Technical Representative (COTR) shall identify, for those identified employees, position sensitivity levels that are commensurate with the responsibilities and risks associated with their assigned positions. The Contractor shall comply with the HSPD-12 requirements contained in “HHS-Controlled Facilities and Information Systems Security” requirements specified in the SOW/PWS of this contract.

(e) Contractor and subcontractor employee training. The Contractor shall ensure that its employees, and those of its subcontractors, performing under this contract complete HHS- furnished initial and refresher security and privacy education and awareness training before being granted access to systems operated by the Contractor on behalf of HHS or access to HHS systems and networks. The Contractor shall provide documentation to the COTR evidencing that Contractor employees have completed the required training.

(f) Government access for IT inspection. The Contractor shall afford the Government access to the Contractor’s and subcontractors’ facilities, installations, operations, documentation, databases, and personnel used in performance of this contract to the extent required to carry out a program of IT inspection (to include vulnerability testing), investigation, and audit to safeguard against threats and hazards to the integrity, confidentiality, and availability, of HHS data or to the protection of information systems operated on behalf of HHS.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 45

(g) Subcontracts. The Contractor shall incorporate the substance of this clause in all subcontracts that require protection of Federal information and Federal information systems as described in paragraph (a) of this clause, including those subcontracts that—

(1) Have physical or electronic access to HHS’ computer systems, networks, or IT infrastructure; or

(2) Use information systems to generate, store, process, or exchange data with HHS or on behalf of HHS, regardless of whether the data resides on a HHS or the Contractor’s information system.

(h) Contractor employment notice. The Contractor shall immediately notify the Contracting Officer when an employee either begins or terminates employment (or is no longer assigned to the HHS project under this contract), if that employee has, or had, access to HHS information systems or data.

(i) Document information. The Contractor shall contact the Contracting Officer for any documents, information, or forms necessary to comply with the requirements of this clause.

(j) Contractor responsibilities upon physical completion of the contract. The Contractor shall return all HHS information and IT resources provided to the Contractor during contract performance and certify that all HHS information has been purged from Contractor-owned systems used in contract performance.

(k) Failure to comply. Failure on the part of the Contractor or its subcontractors to comply with the terms of this clause shall be grounds for the Contracting Officer to terminate this contract.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 46

Section I - Contract Clauses
Section I-1 - Clauses Incorporated By Reference

I. 1 52.252-2 Clauses Incorporated by Reference (Feb 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acqnet.gov

http://farsite.hill.af.mil/

(End of Clause)

FAR SOURCE	TITLE AND DATE
52.202-1	Definitions (Jul 2004)
52.203-3	Gratuities (Apr 1984)
52.203-5	Covenant against Contingent Fees (Apr 1984)
52.203-6	Restrictions on Subcontractor Sales to the Government (Sep 2006)
52.203-7	Anti-Kickback Procedures (Oct 2010)
52.203-8	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Jan 1997)
52.203-10	Price or Fee Adjustment for Illegal or Improper Activity (Jan 1997)
52.203-12	Limitation on Payments to Influence Certain Federal Transactions (Sep 2007)
52.203-13	Contractor Code of Business Ethics and Conduct (Dec 2008)
52.204-4	Printed or Copied Double-Sided on Recycled Paper (Aug 2000)
52.204-10	Reporting Subcontract Awards (Sep 2007)
52.209-6	Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2006)
52.204-7	Central Contractor Registration (Apr 2008)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 47

52.204-9	Personal Identity Verification of Contractor Personnel (Jan 2011)
52.204-10	Reporting Subcontract Awards (Sep 2007)
52.209-2	Prohibition on Contracting with Inverted Domestic Corporations - Representation (May 2011)
52.209-6	Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Sep 2006)
52.215-2	Audit and Records - Negotiation - Alternate II (Apr 1998)
Alternate II
52.215-8	Order of Precedence - Uniform Contract Format (Oct 1997)
52.215-11	Price Reduction for Defective Certified Cost or Pricing Data - Modifications (Aug 2011)
52.215-13	Subcontractor Certified Cost or Pricing Data - Modifications (Oct 2010)
52.215-17	Waiver of Facilities Capital Cost of Money (Oct 1997)
52.215-19	Notification of Ownership Changes
52.215-21	Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data - Modifications (Oct 2010)
52.216-7	Allowable Cost and Payment
52.216-8	Fixed Fee
52.219- 9	Small Business Subcontracting Plan - Alternate II (Oct 2001)
Alternate II
52.219-16	Liquidated Damages - Subcontracting Plan (Jan 1999)
52.219-25	Small Disadvantaged Business Participation Program—Disadvantaged Status and Reporting (Dec 2010)
52.222-1	Notice to the Government of Labor Disputes (Feb 1997)
52.222-3	Convict Labor (Jun 2003)
52.222-21	Prohibition of Segregated Facilities (Feb 1999)
52.222-22	Previous Contracts and Compliance Reports
52.222-26	Equal Opportunity (Mar 2007)
52.222-35	Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 48

52.222-36	Affirmative Action for Workers With Disabilities (Jun 1998)
52.222-37	Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)
52.222-4	Contract Work Hours and Safety Standards Act - Overtime Compensation (Jul 2005)
52.222-50	Combating Trafficking in Persons (Feb 2009)
52.222-54	Employment Eligibility Verification (Jan 2009)
52.223-5	Pollution Prevention and Right-to-Know Information (May 2011)
52.223-6	Drug-Free Workplace
52.223-10	Waste Reduction Program (May 2011)
52.223-12	Refrigeration Equipment and Air Conditioners (May 1995)
52.224-1	Privacy Act Notification (Apr 1984)
52.224-2	Privacy Act (Apr 1984)
52.225-13	Restrictions on Certain Foreign Purchases (Jun 2008)
52.226-1	Utilization of Indian Organizations and Indian- Owned Economic Enterprises (Jun 2000)
52.226-4	Notice of Disaster or Emergency Area set-Aside (Aug 2006)
52.226-5	Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007)
52.227-1	Authorization and Consent (Jul 1995)
52.227-2	Notice and Assistance Regarding Patent and Copyright Infringement (Aug 1996)
52.227-3	Patent Indemnity (Apr 1984)
52.229-3	Federal, State, and Local Taxes (Apr 2003)
52.230-2	Cost Accounting Standards (Oct 2010)
52.230-3	Disclosure and Consistency of Cost Accounting Practices
52,232-1	Payments (Apr 1984)
52.232-7	Payments under Time-and-Materials and Labor-Hour Contracts (Feb 2007)
52.232-7	Payments under Time-and-Materials and Labor-Hour
Alternate I	Contracts - Alternate I (Feb 2007)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 49

52.232- 8	Discounts for Prompt Payment (Aug 2005)
52.232- 9	Limitation on Withholding of Payments (Aug 2005)
52.232- 11	Extras (Aug 2005)
52.232- 17	Interest (Oct 2008)
52.232- 18	Availability of Funds (Apr 1984)
52.232- 22	Limitation of Funds
52.232.23	Assignment of Claims
52.232-25	Prompt Payment (Oct 2008)
52.233-1	Disputes (Jul 2002)
52.233-3	Protest after Award (Aug 1996)
52.233-4	Applicable Law for Breach of Contract Claim (Oct 2004)
52.234-4	Earned Value Management System (Jul 2006)
52.237-2	Protection of Government Buildings, Equipment, and Vegetation (Apr 1984)
52.237-3	Continuity of Services (Jan 1991)
52.237-7	Indemnification and Medical Liability Insurance (Jan 1997)
52.239-1	Privacy or Security Safeguards (Aug 1996)
52.242-1	Notice of Intent to Disallow Costs
52.242-13	Bankruptcy (Jul 1995)
52.243-1	Changes - Fixed Price (Aug 1987)
52.243-1	Changes - Fixed Price - Alternate I (Apr 1984)
Alternate I
52.243-3	Changes - Time-and-Materials or Labor-Hours (Sep 2000)
52.243-7	Notification of Changes (Apr 1984)
52.244-2	Subcontracts (Dec 2008)
52.244-5	Competition in Subcontracting (Dec 1996)
52.244-6	Subcontracts for Commercial Items (Aug 2009)
52.245-1	Government Property (Aug 2010)
52.245-9	Use and Charges (Jun 2007)
52.246-25	Warranty of Services (May 2001)
52.246-20	Limitation of Liability - Services (Feb 1997)
52.247-63	Preference for U.S.-Flag Air Carriers (Jun 2003)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 50

52.247-67	Submission of Transportation Documents for Audit (Feb 2006)
52.247-68	Report of Shipment (REPSHIP) (Feb 2006)
52.248-1	Value Engineering (Oct 2010)
52.249-2	Termination for Convenience of the Government
Alternate I	(Fixed-Price) - Alternate I (Sep 1996)
52.249-6	Termination (Cost-Reimbursement) (May 2004)
Alternate IV
52.249- 8	Default (Fixed-Price Supply and Service) (Apr 1984)
52.249-14	Excusable Delays (Apr 1984)
52.253-1	Computer Generated Forms (Jan 1991)

HHSAR SOURCE	TITLE AND DATE
352.201-70	Paperwork Reduction Act (Jan 2006)
352.202-1	Definitions (Jan 2006)
352.230-70	Anti Lobbying (Jan 2006)
352.204-16	Prevention and Public Health Fund - Reporting Requirements (Mar 2012)
352.216-70	Additional Cost Principals (Jan 2006)
352.222-70	Contractor Cooperation in Equal Employment Opportunity Investigations (Jan 2010)
352.224-70	Privacy Act (Jan 2010)
352.232-9	Withholding of Contract Payments (Jan 2006)
352.231-70	Salary Rate Limitation (Jan 2010)
352.233-71	Litigation and Claims (Jan 2006)
352.239-73	Electronic Information and Technology Accessibility (Jan 2010)
352.242-71	Tobacco-Free Facilities (Jan 2006)
352.242-73	Withholding of Contract Payments (Jan 2006)
352.242-74	Final Decisions on Audit Findings (April 1984)
352.270-1	Accessibility of Meetings, Conferences, and Seminars to Persons with Disabilities (Jan 2001)
352.270-6	Restriction on Use of Human Subjects (Jan 2006)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 51

Section I-2 - Clauses Incorporated In Full Text

I.2 FAR 52.216-18 Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through the end of the contract period.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

(End of Clause)

I.4 FAR 52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 52

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after twelve (12) months after the end date of the contract.

(End of Clause)

I.5 FAR 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 10 days.

(End of Clause)

I.6 FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 10 days; provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed sixty (60) months or five (5) years.

(End of Clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 53

I.7 52.237-3 Continuity of Services (Jan 1991)

(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to-

(1) Furnish phase-in training; and

(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase- in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase- in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of clause)

SUBCONTRACT AGREEMENT 8300. PRECISION OPINION. 01 PAGE 54

Exhibit C

SUPPLIER REPRESENTATIONS AND CERTIFICATIONS

(Subcontractor shall attach its government CCR Representations and Certifications here)

EX-10.11

Research Triangle Institute

RTI International, Global Supply Chain

PO Box 12194, 3040 Cornwallis Road

Research Triangle Park, NC 27709-2194

Master Service Agreement Number 888-12-16-09

Subcontract Number 8-312-0214131-52812

Subcontractor Information Precision Opinion, Inc. 101 Convention Center Drive, Plaza 124 101 Convention Center Drive, Plaza 124 Las Vegas, Nevada 89109 United States		Subcontract Information Subcontract Amount           $559,728 Funded Amount                   $275,610 Period of Performance          02/06/17 - 09/30/18 Subcontract Type                 Fixed Price Purchase Order Number       52812 Taxpayer ID Number             26-0534872
Subcontractor Size and Socio-Economic status: If a Small Business**, check  ALL that  apply and enter appropriate NAICS Number*, NAICS:___________
[  ]   Small Business Concern (SB) [  ]   Small Disadvantaged Business. [Including Black-, Asian Pacific-, Subcontinent Asian·, Native-, Hispanic American-owned SBs or active 8(a)] [  ]   Woman-Owned SB	[  ]   Veteran-Owned SB [  ]   Service-Disabled Veteran-Owned SB [  ]   HUBZone (Historically Underutilized Business Zone) certified SB [  ]   Alaska Native Corporation Indian Tribe
If not a Small Business, check one. [X] Large [  ] Non-Profit [  ] Foreign/Other(Including Govt) [  ] HBCU/MI*** *North American Industry Classification System (NAICS) online search: www.census.ooy/eos/www/na1cs. **Small Business definitions and size standards are available in the Federal Acquisition Regulation 52,219·8 and 13 CFR Part 121; HUBZone SB must be certified by SBA (www.sam.gpy and www.sba.gov/size). Under 15 U.S.C. 645(d), any person who misrepresents Its size status shall (1) be punished by a fine, imprisonment, or both; (2) be subject to administrative remedies; and (3) be ineligible for participation in programs conducted under the authority of the Small Business Act. **** Historically Black Colleges and University (HBCU} or Minority Institutions (Ml).		Prime Contract Info: State of NY Contract C028511 2017 -2018 New York State Quarterly Tobacco Study - ATS CFDA Number (if applicable)

This Subcontract is between Research Triangle Institute, under the trade name RTI International (hereinafter referred to as RTI), a nonprofit organization, and Precision Opinion, Inc., acting as an independent contractor and not as an agent of RTI, (referred to throughout as “Subcontractor’’). Subcontractor agrees to deliver all items and perform all services In accordance with the following Subcontract Appendices:

● Appendix A: Special Contract Requirements

● Appendix B: Prime Agreement Flowdown Provisions

● Appendix C: Statement of Work/Budget

● Appendix D: Invoice Summary Template

This Subcontract embodies the entire agreement between RTI and Subcontractor and supersedes all other agreements either written or oral. Officials signing this Subcontract certify that they have legal authority to enter into binding agreements on behalf of their organizations.

Subcontractor Contractual Personnel;		RTI Contractual Personnel;
Bruce Baum	702/483-4000	Abbey Boggs	919-316-3141
Project Manager;		Project Manager;
Guthrie Rebel	702/483-4000	Dr Matthew Farrelly	919-541-6852
Signature:	/s/ Bruce Baum	Signature:
Typed Name:	Bruce Baum	Typed Name:	Abbey Boggs
Title:	COO/CFO	Title:	Supply Chain Specialist
Date:	2/17/17	Date:

 Page 1 of 16

Table of Contents

Appendix A: Special Contract Requirements (SCRs)	3
SCR 1      Type of Subcontract/Funding	3
SCR 2      Payment Schedule	3
SCR 3      Period of performance	5
SCR 4      Designation of Contractual Representatives	5
SCR 5      Key Personnel	5
SCR 6      Additional Invoice Instructions	5
SCR 7      Equal Opportunity Compliance	5
Appendix B: Prime Agreement Flowdown Provisions	6
Appendix Statement of Work/Budget	9
Appendix D: Invoice summary Template	15

 Page 2 of 16

Appendix A: Special Contract Requirements (SCRs)

SCR 1. Type of subcontract/Funding

This is a Firm Fixed Price Subcontract in the amount of $559,728.00, for the completion of all the work requirements found in Appendix D, Statement of Work/Budget. Upon completion and RTI acceptance of the work specified herein, the Subcontractor will submit lnvoice(s) in accordance with the Payment Schedule set forth below. In addition to any other available remedies, if, in the opinion of RTI, Subcontractor fails to perform in accordance with the terms of this Subcontract, the RTI Subcontract Administrator may refuse or limit approval of any invoices for payment, and may cause payments to Subcontractor to be reduced or withheld until such time as RTI determines that Subcontractor has met the performance terms as established by the Subcontract.

SCR 2. Payment Schedule

The Subcontractor shall provide the services/supplies set forth in Appendix D, Statement of Work, and will invoice RTI in accordance with the following Payment Schedule:

Deliverables	Charge Code		Amount		Date
Task 1 Q2 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	9,698.53		4/28/2017
Task 1 Q2 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.004.007.001	$	9,698.53		5/31/2017
Task 1 Q2 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	9,992.44		6/30/2017
Task 1 Q2 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	18,011.57		4/28/2017
Task 1 Q2 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.004.007.001	$	18,011.57		5/31/2017
Task 1 Q2 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	18,557.36		6/30/2017
Task 1 Q2 ATS 2017: ABS Sample call-in Data Collection & Data Delivery		0214131.000.004.007.001	$	10,300		6/30/2017
Task 1 Q3 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,282.74		7/31/2017
Task 1 Q3 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,282.74		8/31/2017
Task 1 Q3 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,564.02		9/29/2017
Task 1 Q3 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,239.37		7/31/2017
Task 1 Q3 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,239.37		8/31/2017
Task 1 Q3 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	17,761.76		9/29/2017
Task 1 Q3 ATS 2017: ABS Sample call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,300		9/29/2017
Contract Year 4 Subtotal (Quarters 2-3)			$	184,940
Task 1 Q4 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,282.74		10/31/2017
Task 1 Q4 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,282.74		11/30/2017
Task 1 Q4 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,564.02		12/31/2017
Task 1 Q4 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,239.37		10/31/2017
Task 1 Q4 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,239.37		11/30/2017
Task 1 Q4 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	17,761.76		12/29/2017
Task 1 Q4 ATS 2017: ABS Sample call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,300		12/29/2017
Overall Year 4 Budget Amount (Quarters 2-4)			$	275 610

 Page 3 of 16

Deliverables	Charge Code		Amount		Date
Task 1 Ql ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		1/31/2018
Task 1 Ql ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		2/28/2018
Task 1 Ql ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90		3/30/2018
Task 1 Ql ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		1/31/2018
Task 1 Ql ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		2/28/2018
Task 1 Ql ATS 2018 Cell: Anal 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12		3/30/2018
Task 1 Ql ATS 2018: ABS Sample call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900		3/30/2018
Task 1 Q2 ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		4/30/2018
Task 1 Q2 ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		5/31/2018
Task 1 Q2 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90		6/29/2018
Task 1 Q2 ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		4/30/2018
Task 1 Q2 ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		5/31/2018
Task 1 Q2 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12		6/29/2018
Task 1 Q2 ATS 2018: ABS Sample call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900		6/29/2018
Task 1 Q3 ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		7/31/2018
Task 1 Q3 ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60		8/31/2018
Task 1 Q3 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90		9/28/2018
Task 1 Q3 ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		7/31/2018
Task 1 Q3 ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39		8/31/2018
Task 1 Q3 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12		9/28/2018
Task 1 Q3 ATS 2018: ABS Sample call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900		9/28/2018
Contract Year/Overall Year 5 Budget Amount (Quarters 1-3)			$	284,118

 Page 4 of 16

SCR 3. Period of Performance

The period of performance for this Subcontract shall begin on February 06, 2017 and continue through September 30, 2018 in accordance with the Appendix B, Standard Terms and Conditions and Appendix D, Statement of Work.

SCR 4. Designation of Contractual Representatives

A. Abbey Boggs is hereby designated as the RTI Subcontract Administrator and is the only one with the authority to direct changes under this Subcontract. All notices shall be in writing and addressed as follows:

For RTI	For subcontractor
Abbey Boggs	Bruce Baum
Global Supply Chain	Precision Opinion, Inc.
SSES Subcontracts	101 Convention Center Drive Plaza 124
RTI International	Las Vegas, Nevada 89109 United States
P.O. Box 12194	Phone: 702/483-4000
Research Triangle Park, NC 27709-2194	Email: bbaum@precisionopinion.com
Phone: 919-316-3141
Email: aboggs@rti.org

B.	Toe RTI Principal Investigator/Project Manager assigned to this Subcontract Is Dr Matthew Farrelly.
C.	Invoices are to be submitted to RTI’s Accounts Payable Department via electronic mail at the following address: Accounting@rti.org.

SCR 5. Key Personnel

A.	Mr. Guthrie Rebel is considered essential to the work being performed under this Subcontract. By mutual agreement, the list of key personnel may be amended from time to time during the course of this Subcontract to either add or delete key personnel as appropriate.
B.	During the first ninety (90) calendar days of performance, Subcontractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. Subcontractor shall notify the RTI Subcontract Administrator within ten (10) calendar days after the occurrence of any of these events and provide the information required by Paragraph C below. After the Initial ninety (90) calendar day period, Subcontractor shall submit the information required by Paragraph C to the RTI Subcontract Administrator at least ten (10) calendar days prior to making any permanent substitutions.
C.	Prior to diverting the above-named personnel to other programs, Subcontractor shall submit a justification (including the reason for the requested substitution and resumes of the proposed replacement key personnel) in sufficient detail to permit evaluation of the impact of the requested substitution on the program. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The RTI Subcontract Administrator will notify Subcontractor of RTI’s decision about the substitutions within twenty (20) calendar days after receipt of all required information.

SCR 6. Additional Invoice Instructions

In addition to the invoice instructions set forth in the above-mentioned Master Service Agreement, Subcontractor shall submit an invoice summary page as incorporated herein with each invoice submission. Subcontractor may use its own invoice summary format if such is substantially similar to the template provided in this Subcontract.

SCR 7. Equal Opportunity Compliance {Applicable to subcontracts funded via Federal contracts}

During the performance of this Subcontract, Subcontractor agrees to comply with all Federal, state and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, applicable provisions of Executive Order (herein “E.O.”) 11246, Rehabilitation Act of 1973, Vietnam Era Veterans’ Readjustment Assistance Act of 1974, E.O. 13496 and respective regulations Including 41 CFR 60-1.4, 41 CFR 61-300.10, 29 CFR Part 471 Appendix A to Subpart A, 41 CFR 60-300.5       (Subcontractor and lower-tier subcontractors and vendors shall abide by the requirements of 41 CFR 60—300.5(a) if if/when this Subcontract exceeds $100,000. This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors, subcontractors, lower-tier subcontractors and vendors to employ and advance In employment qualified protected veterans) and 41 CFR 60-741.5 (Subcontractor and lower-tier subcontractors and vendors shall abide by the requirements of 41 CFR 60—741.5(a) if/when this Subcontract exceeds $10,000. This regulation prohibits discrimination against qualified Individuals on the basis of disability, and requires affirmative action by covered prime contractors, subcontractors, lower-tier subcontractors and vendors to employ and advance in employment qualified individuals with disabilities.).

The above-mentioned referenced regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors, subcontractors, lower-tier subcontractors and vendors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

These equal opportunity clauses, and the employee notification clause, are hereby incorporated by reference.

 Page 5 of 16

Appendix B: Prime Agreement Flowdown Provisions

The following provisions included in this Appendix are contained In RTI’s prime agreement and shall be applicable to this Agreement. Subcontractor agrees to flow down all provisions contained herein to any and all lower-tier subcontractors. In the event this Appendix contains a Business Associate Provision, the term “Covered Entity” shall mean “RTI.”

The following instances are exceptions to the general rules as provided above:

1.	Where it is clear, by the context of the provision itself or the conditions under which it is being applied, that the reference is intended to specifically refer to Subcontractor, its officers or agents;
2.	Where access to proprietary financial information or other proprietary data is required

1. NON-DISCRIMINATION REQUIREMENTS

To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other New York State (“state”) and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

2. WAGE AND HOURS PROVISIONS

If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor’s employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums due and owing for work done upon the project.

3. INTERNATIONAL BOYCOTT PROHIBITION

In accordance with Section 220-f of the Labor Law and Section 39-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (SO USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract’s execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4).

 Page 6 of 16

4. RECORDS

The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, “the Records”). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the “Statute”) provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently Identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State’s right to discovery in any pending or future litigation.

5. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN

In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement In excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that: (a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor’s obligations herein; and (c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. Contractor will Include the provisions of “a”, “b”, and “c” above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the “Work”) except where the Work Is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal Jaw concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the Imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women’s Business Development pertaining hereto.

6. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS

The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State.

7. PROCUREMENT LOBBYING

To the extent this agreement is a “procurement contract” as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement.

 Page 7 of 16

8. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS

To the extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the certification required by Tax Law Section 5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency, as defined by Tax Law 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such action is in the best interest of the State.

9. NO SUBCONTRACTING

Subcontracting by the contractor shall not be permitted except by prior written approval of the Department of Health, via the RTI Task Order Administrator. All subcontracts shall contain provisions specifying that the work performed by the subcontractor must be in accordance with the terms of included In this Contract, and that the subcontractor specifically agrees to be bound by the confidentiality provisions set forth in this Contract.

10. CONFIDENTIALITY CLAUSES

A. Any materials, articles, papers, etc., developed by the Contractor under or in the course of performing this Contract shall contain the following, or similar acknowledgment: “Funded by the New York State Department of Health”. Any such materials must be reviewed and approved by the State, via the RTI Task Order Administrator, for conformity with the policies and guidelines for the New York State Department of Health prior to dissemination and/or publication. It is agreed that such review will be conducted in an expeditious manner. Should the review result in any unresolved disagreements regarding content, the Contractor shall be free to publish in scholarly journals along with a disclaimer that the views within the Article or the policies reflected are not necessarily those of the New York State Department of Health. The Department reserves the right to disallow funding for any educational materials not approved through its review process.

B. Any publishable or otherwise reproducible material developed under or in the course of performing this Contract, dealing with any aspect of performance under this Contract, or of the results and accomplishments attained in such performance, shall be the sole and exclusive property of the State, and shall not be published or otherwise disseminated by the Contractor to any other party unless prior written approval is secured from the State or under circumstances as indicated in paragraph 1 above. Any and all net proceeds obtained by the Contractor resulting from any such publication shall belong to and be paid over to the State. The State shall have a perpetual royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any such material for governmental purposes.

C. No report, document or other data produced in whole or in part with the funds provided under this Contract may be copyrighted by the Contractor or any of its employees, nor shall any notice of copyright be registered by the Contractor or any of its employees in connection with any report, document or other data developed pursuant to this Contract.

D. All reports, data sheets, documents, etc. generated under this contract shall be the sole and exclusive property of the Department of Health. Upon completion or termination of this Contract, the Contractor shall deliver to the Department of Health upon its demand all copies of materials relating to or pertaining to this Contract. The Contractor shall have no right to disclose or use any of such material and documentation for any purpose whatsoever, without the prior written approval of the Department of Health or Its authorized agents.

E. The Contractor, its officers, agents and employees and subcontractors shall treat all information, which is obtained by it through its performance under this Contract, as confidential information to the extent required by the laws and regulations of the United States and laws and regulations of the State of New York.

11. PROVISIONS RELATED TO IRAN DIVESTMENT ACT

As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act, the Commissioner of the Office of General Services (OGS) has developed a list (prohibited entities list) of “persons” who are engaged in “investment activities in iran” (both are defined terms in the law). Pursuant to SFL § 165-a(3)(b), the initial list has been posted on the OGS website at http://www.ogs.ny.goy/about/regs/docs/ListofEntities.pdf. By entering into this Contract, Contract (or any assignee) certifies that it will not utilize on such Contract any subcontractor that is identified on the prohibited entitles list. Additionally, Contractor agrees that should it seek to renew or extend the Contract, it will be required to certify at the time the Contract is renewed or extended that it is not included on the prohibited entitles list. Contractor also agrees that any proposed Assignee of the Contract will be required to certify that it is not on the prohibited entitles list before the New York State Department of Health may approve a request for Assignment of Contract. During the term of the Contract, should New York state Department of Health receive information that a person is in violation of the above referenced certification, New York State Department of Health will offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment which is in violation of the Act within 90 days after the determination of such violation, then New York State Department of Health shall take such action as may be appropriate including, but not limited to, imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default. New York State Department of Health reserves the right to reject any request for assignment for an entity that appears on the prohibited entitles list prior to the award of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the prohibited entities list after contract award.

 Page 8 of 16

Appendix C: Statement of Work/Budget

This Scope of Work contains the work requirements for data collection on the 2017/2018 New York State Quarterly Tobacco Study - ATS. The subcontractor will be responsible for all aspects of data collection, as detailed below.

2017/2018 data collection, will consist of 3 quarterly studies, per year in the State of New York.

● A dual frame RDD study of landlines and cell phones.

● 263 land line and 487 cell phone interviews per quarter, with adults 18 plus years in the State of New York.

● Personnel overseeing the project through 2018 - Glynis Kennedy, Senior Vice President of Client Services.

Scope of Work:

The tasks that the subcontractor would be required to perform are:

Work with RTI to program and pre-test the CATI front-end, interview, and back-end scripts based on the final specifications provided from RTI. The instrument will once again be designed to be completed using computer assisted telephone interviewing (CATI) methodology only.

● Runs quarterly (data collection runs ~8-10 weeks)

● 750 completes/quarter: 487 cell completes, 263 landline completes

● RTI provides the sample. Landline sample members would receive a lead letter mailed by RTI

● Interviews conducted in both English/Spanish (RTI would provide Spanish translation of instrument)

● Respondents receive a $10 incentive (RTI would send Incentives)

● Interview length: 20 to 25 minutes

● Would need dedicated toll-free line with capacity to handle inbound calls

● Outbound phone number must display a NY area code

● Recruit, train, supervise interviewing staff (RTI would provide project-specific training materials)

● AAPOR response rates of 20-30% expected for landline/cell samples

● Maintain calling procedures consistent with the Behavioral Risk Factor surveillance System (BRFSS) survey protocol. This includes making a minimum of 10 call attempts for all sampled landline phone numbers that have not been finalized. The calls will include at least one attempt during a weekend, one attempt during a weekday, and one attempt during a weeknight. Call attempts beyond 10 should only be made when the call history indicates further attempts are likely to result in productive contact with an eligible housing unit. For cell phone numbers, cases will have up to 10 call attempts. If an appointment is generated for a case, an additional 10 attempts will be allowed to complete the case.

● Conduct approximately 80% of interviews during night/weekend hours, and the other 20% during weekday hours.

● Provide interviewer supervision and monitoring - general guideline is 15% of interviewing hours for supervision and 10% of interviewing hours for monitoring

● Conduct refusal conversion efforts for sample members who initially decline participation

● Provide RTI with weekly production reports that include the disposition of all sampled cases and other key data collection results

● Provide preliminary SPSS data set after first 100 or so interviews completed, for quality checking purposes

● Provide incentive file every two weeks with names and addresses of survey participants eligible for incentive check

● Within two weeks of the completion of data collection, deliver a final cleaned SPSS data file. All CATI data, including preloaded sample data, front end screening data, and final sample dispositions must be Included. A codebook with all variable and value labels for all data elements must be included with the final data file.

 Page 9 of 16

During the fielding of the ATS, an ATS online survey will be concurrently running (fielded at RTI). ABS sample is used for this online survey and sample members will receive an invite via mail. In the third survey Invite sent, RTI will be offering sample members the option to do the survey either online or by phone (via call-in to Precision). Additional items needed to support this effort:

● An additional 1-800 number dedicated solely to this effort

● We estimate that at a maximum Precision would be completing 100 surveys with these participants. However, it is expected that Precision will receive a higher count of call-ins than 100

● The screener will be similar to the screener already programmed for the ATS, though with some changes. Enough changes are anticipated that a separate screener will need to be created for this effort. The next birthday method will be used for the selection procedure

● The main Instrument will be similar to the instrument already programmed for the ATS, though with some screen deletions at the end for collecting contact information and a change to the end screen.

● There is no incentive for the online survey, thus no incentive for this phone component.

● A sample file will not be provided for this study. Blank cases need to be set up. Call-ins will have a code which they give to the interviewer to enter in during the screener. This would be the unique identifier (in place of a phone number)

● In case we need to call people back (people leaving voicemail messages to participate after hours, break-off during interview, etc.), we are allowing up to 10 callbacks max. We can evaluate on a case by case basis further if we need to go beyond 10 to finish up the interview

● The usual case management system items like message attempts/call back attempt Information as well as call disposition codes will be collected

● This component will be delivered in a separate data file at the end of data collection

 Page 10 of 16

Milestone Payment Schedule

Milestone Date % of contract Amount

Deliverables	Charge Code	Amount		Date
Task 1 Q2 ATS 2017 Landline: Launch & First 33% of Data Collection	0214131.000.004.007.001	$	9,698.53		4/28/2017
Task 1 Q2 ATS 2017 Landline: Second 33% of Data Collection	0214131.000.004.007.001	$	9,698.53		5/31/2017
Task 1 Q2 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.004.007.001	$	9,992.44		6/30/2017
Task 1 Q2 ATS 2017 Cell: Launch & First 33% of Data Collection	0214131.000.004.007.001	$	18,011.57		4/28/2017
Task 1 Q2 ATS 2017 Cell: Second 33% of Data Collection	0214131.000.004.007.001	$	18,011.57		5/31/2017
Task 1 Q2 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.004.007.001	$	18,557.36		6/30/2017
Task 1 Q2 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.004.007.001	$	10,300		6/30/2017
Task 1 Q3 ATS 2017 Landline: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	9,282.74		7/31/2017
Task 1 Q3 ATS 2017 Landline: Second 33% of Data Collection	0214131.000.005.007.001	$	9,282.74		8/31/2017
Task 1 Q3 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	9,564.02		9/29/2017
Task 1 Q3 ATS 2017 Cell: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	17,239.37		7/31/2017
Task 1 Q3 ATS 2017 Cell: Second 33% of Data Collection	0214131.000.005.007.001	$	17,239.37		8/31/2017
Task 1 Q3 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	17,761.76		9/29/2017
Task 1 Q3 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.005.007.001	$	10,300		9/29/2017
Contract Year 4 Subtotal (Quarters 2-3)		$	184 940
Task 1 Q4 ATS 2017 Landline: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	9,282.74		10/31/2017
Task 1 Q4 ATS 2017 Landline: Second 33% of Data Collection	0214131.000.005.007.001	$	9,282.74		11/30/2017
Task 1 Q4 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	9,564.02		12/31/2017
Task 1 Q4 ATS 2017 Cell: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	17,239.37		10/31/2017
Task 1 Q4 ATS 2017 Cell: Second 33% of Data Collection	0214131.000.005.007.001	$	17,239.37		11/30/2017
Task 1 Q4 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	17,761.76		12/29/2017
Task 1 Q4 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.005.007.001	$	10,300		12/29/2017
Overall Year 4 Budget Amount (Quarters 2-4)		$	275,610

 Page 11 of 16

Deliverables	Charge Code	Amount		Date
Task 1 Q1 ATS 2018 Landline: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		1/31/2018
Task 1 Q1 ATS 2018 Landline: Second 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		2/28/2018
Task 1 Q1 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	9,972.90		3/30/2018
Task 1 Q1 ATS 2018 Cell: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		1/31/2018
Task 1 Q1 ATS 2018 Cell: Second 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		2/28/2018
Task 1 Q1 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	18,521.12		3/30/2018
Task 1 Q1 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.005.007.001	$	10,900		3/30/2018
Task 1 Q2 ATS 2018 Landline: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		4/30/2018
Task 1 Q2 ATS 2018 Landline: Second 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		5/31/2018
Task 1 Q2 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	9,972.90		6/29/2018
Task 1 Q2 ATS 2018 Cell: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		4/30/2018
Task 1 Q2 ATS 2018 Cell: Second 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		5/31/2018
Task 1 Q2 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	18,521.12		6/29/2018
Task 1 Q2 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.005.007.001	$	10,900		6/29/2018
Task 1 Q3 ATS 2018 Landline: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		7/31/2018
Task 1 Q3 ATS 2018 Landline: Second 33% of Data Collection	0214131.000.005.007.001	$	9,679.60		8/31/2018
Task 1 Q3 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	9,972.90		9/28/2018
Task 1 Q3 ATS 2018 Cell: Launch & First 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		7/31/2018
Task 1 Q3 ATS 2018 Cell: Second 33% of Data Collection	0214131.000.005.007.001	$	17,976.39		8/31/2018
Task 1 Q3 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery	0214131.000.005.007.001	$	18,521.12		9/28/2018
Task 1 Q3 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery	0214131.000.005.007.001	$	10,900		9/28/2018
Contract Year/Overall Year 5 Budget Amount (Quarters 1-3 )		$	284,118

Page 12 of 16

Task:	Tobacco Survey (2017)
	Adults 18 Plus - New York State
	N=750                                 N=263
	Landline - N=487 Mobile
	800 Number Inbound Component
	Estimate N=100
	Quarterly Study (2, 3 & 4)

Staff	Project Title	Rate		Hours		Cost
Labor
Direct Labor
Data Collection	Interview Phone		18.00		640		11,520
Data Collection	Interview Mobile		18.00		2,180		39,240
Data Collection	Monitor - Outbound & Inbound		15.00		367		5,499
Data Collection	Supervisor		15.00		451		6,768
Data Collection	Project Management		75.00		60		4,500
Data Collection	Administration - Inbound Calls/800 Line		16.00		250		4,000
Data Collection	Interview Phone Inbound		18.00		350		6,300
Data Collection	Labor Burden		1.10		4,298		4,728
Training	Interviewer		13.00		180		2,340
Training	Supervisor		15.00		85		1,275
Data Management	SPSS / ACSII / DAT Files / Out-Inbound Reports		75.00		45		3,375
Data Management	Programming English - Additional Screener		75.00		45		3,375
Data Management	Programming Spanish		75.00		18		1,350
	Subtotal Labor				4,298		94,270
Fringe Benefits	0%						0
	Total Labor				4,298		94,270
Subtotal Estimated Cost							94,270
Total Estimated Cost	Q2					$	94,270
Data Management	Quarterly Programming Revisions		75.00		15		1,125.00
	Cost for Quarters 3 & 4, Per Quarter					$	90,670
	Total Cost Per Year					$	275,610.00

Page 13 of 16

Task:	Tobacco Survey (2018)
	Adults 18 Plus - New York State
	N=750                                 N=263
	Landline - N=487 Mobile
	800 Number Inbound Component
	Estimate N=100
	Quarterly Study (1, 2 & 3)

Staff	Project Title	Rate		Hours		Cost
Labor
Direct Labor
Data Collection	Interview Phone		18.00		680		12,240
Data Collection	Interview Mobile		18.00		2,270		40,860
Data Collection	Monitor - Outbound & Inbound		15.00		384		5,753
Data Collection	Supervisor		15.00		472		7,080
Data Collection	Project Management		75.00		62		4,650
Data Collection	Administration - Inbound Calls/800 Line		16.00		265		4,240
Data Collection	Interview Phone Inbound		18.00		370		6,660
Data Collection	Labor Burden		1.10		4,503		4,953
Training	Interviewer		13.00		192		2,496
Training	Supervisor		15.00		85		1,275
Data Management	SPSS / ACSII / DAT Files / Out-Inbound Reports		75.00		45		3,375
Data Management	Programming - Quarterly Revisions		75.00		15		1,275
	Subtotal Labor				4,503		94,706
Fringe Benefits	0%						0
	Total Labor				4,503		94,706
Subtotal Estimated Cost							94,706
Total Estimated Cost	Q1					$	94,706
	Cost for Quarters 2 & 3, Per Quarter					$	94,670
	Total Cost Per Year					$	284,118.00

 Page 14 of 16

Appendix E: Invoice Summary Template

INVOICE SUMMARY

Precision Opinion, Inc.	Date Prepared:
101 Convention Center Drive, Plaza 124	Billing Period:
Las Vegas, Nevada 89109 United States
Phone: 702/483-4000	Invoice #:
	Vendor #:	041504

RTI International	Subcontract #:	8-312-0214131-52812
ATTN: Accounts payable	Purchase Order #:	52812
P.O. Box 12106	Release #
Research Triangle Park, NC 27709	Prime Contract #:	C028511
Phone: 919-541-5877                 E-mail: accounting@rti.org	Contract Amount:	$559,728.00
	Funded Amount:	$275,610.00

 Page 15 of 16

Invoice Summary

Task # or Activity Name	RTl Task number		Amount
Task 1 Q2 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	9,698.53
Task 1 Q2 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.004.007.001	$	9,698.53
Task 1 Q2 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	9,992.44
Task 1 Q2 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	18,011.57
Task 1 Q2 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.004.007.001	$	18,011.57
Task 1 Q2 ATS 2017 Cell: Final 34% of Data Collection  & Data Delivery		0214131.000.004.007.001	$	18,557.36
Task 1 Q2 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.004.007.001	$	10,300.00
Task 1 Q3 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	9,282.74
Task 1 Q3 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.004.007.001	$	9,282.74
Task 1 Q3 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	9,564.02
Task 1 Q3 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	17,239.37
Task 1 Q3 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.004.007.001	$	17,239.37
Task 1 Q3 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	17,761.76
Task 1 Q3 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.004.007.001	$	10,300.00
Task 1 Q4 ATS 2017 Landline: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	9,282.74
Task 1 Q4 ATS 2017 Landline: Second 33% of Data Collection		0214131.000.004.007.001	$	9,282.74
Task 1 Q4 ATS 2017 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	9,564.02
Task 1 Q4 ATS 2017 Cell: Launch & First 33% of Data Collection		0214131.000.004.007.001	$	17,239.37
Task 1 Q4 ATS 2017 Cell: Second 33% of Data Collection		0214131.000.004.007.001	$	17,239.37
Task 1 Q4 ATS 2017 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.004.007.001	$	17,761.76
Task 1 Q4 ATS 2017: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.004.007.001	$	10,300.00
Task 1 Q1 ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q1 ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q1 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90
Task 1 Q1 ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q1 ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q1 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12
Task 1 Q1 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900.00
Task 1 Q2 ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q2 ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q2 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90
Task 1 Q2 ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q2 ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q2 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12
Task 1 Q2 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900.00
Task 1 Q3 ATS 2018 Landline: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q3 ATS 2018 Landline: Second 33% of Data Collection		0214131.000.005.007.001	$	9,679.60
Task 1 Q3 ATS 2018 Landline: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	9,972.90
Task 1 Q3 ATS 2018 Cell: Launch & First 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q3 ATS 2018 Cell: Second 33% of Data Collection		0214131.000.005.007.001	$	17,976.39
Task 1 Q3 ATS 2018 Cell: Final 34% of Data Collection & Data Delivery		0214131.000.005.007.001	$	18,521.12
Task 1 Q3 ATS 2018: ABS Sample Call-in Data Collection & Data Delivery		0214131.000.005.007.001	$	10,900.00

 Page 16 of 16

EX-10.12

Research Triangle Institute RTI International, Global Supply Chain PO Box 12194, 3040 Cornwallis Road Research Triangle Park, NC 27709-2194    

Master Service Agreement Number 888-12-16-09
Subcontract Number 8-312-0214739-52940L

Subcontractor Information	Subcontract Information
Precision Opinion, Inc.	Subcontract Amount	$1,210,478
101 Convention Center Drive, Plaza 124	Funded Amount	$323,622
101 Convention Center Drive, Plaza 124	Period of Performance	06/01/17 - 02/28/20
Las Vegas, Nevada 89109 United States	Subcontract Type	Fixed Price
	Purchase Order Number	52940L
Subcontractor Size and Socio-Economic Status:	Taxpayer ID Number	26-0534872
If a Small Business**, check ALL that apply:
	DPAS Rating:
	Not Applicable

✓	Small Business Concern (SB)	□	Veteran-Owned SB
□	Small Disadvantaged Business. [Including Black-, Asian Pacific-, Subcontinent Asian-, Native-, Hispanic American-owned SBs or active 8(a)]	□	Service-Disabled Veteran-Owned SB
□	Woman-Owned SB	□	HUBZone (Historically Underutilized Business Zone) certified SB
		□	Alaska Native Corporation and Indian Tribe

If not a Small Business, check one. [X] Large [  ] Non-Profit [  ] Foreign/Other(including Govt) [  ] HBCU/MI*** Enter the NAICS Code and Small Business Size Standard: 541910 ($15.0 million size standard)
*North American Industry Classification System (NAICS) online search: www.census.gov/eos/www/naics. **Small Business definitions and size standards are available in the Federal Acquisition Regulation 52.219-8 and 13 CFR Part 121; HUBZone SB must be certified by SBA (www.sam.gov and www.sba.gov/size). Under IS U.S.C. 645(d), any person who misrepresents its size status shall (1) be punished by a fine, Imprisonment, or both; (2) be subject to administrative remedies; and (3) be ineligible for participation in programs conducted under the authority of the Small Business Act. ***Historically Black Colleges and University (HBCU) or Minority Institutions (MI).	Prime Contract Info: State of Florida Contract COTGC Florida ATS Phone
This Subcontract is between Research Triangle Institute, under the trade name RTI International (hereinafter referred to as RTI), a nonprofit organization, and Precision Opinion, Inc., acting as an independent contractor and not as an agent of RTI, (referred to throughout as “Subcontractor”). Subcontractor agrees to deliver all Items and perform all services in accordance with the following Subcontract Appendices:

	● Appendix A: Special Contract Requirements ● Appendix B: Prime Contract Flow-Down Clauses ● Appendix C: Statement of Work/Budget	● Appendix D: Invoice Summary Template
This Subcontract embodies the entire agreement between RTI and Subcontractor and supersedes all other agreements either written or oral. Officials signing this Subcontract certify that they have legal authority to enter into binding agreements on behalf of their organizations.
In accepting this Subcontract, the Subcontractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this type of transaction by any Federal department or agency. Any change in the debarred or suspended status of the Subcontractor during the life of this Subcontract must be reported immediately to RTI. The Subcontractor agrees to incorporate the Debarment and Suspension certification into any lower-tier subcontract or Subcontract that they may enter into as a part of this Subcontract.

Subcontractor Contractual Personnel:		RTI Contractual Personnel:
Guthrie Rebel	702/483-4000	Abbey Boggs	919-316-3141
Project Manager: Guthrie Rebel	702/483-4000	Project Manager: Dr Matthew Farrelly	919-541-6852
Signature:		Signature:
Typed Name:	GUTHRIE REBEL	Typed Name:
Title:	EVP	Title:
Date:		Date:

Page 1

Appendix A: Special Contract Requirements (SCRs)

SCR 1. Type of Subcontract/Funding

This is a Firm Fixed Price Subcontract in the amount of $1,210,478, for the completion of all the work requirements found in Appendix C: Statement of Work/Budget. Upon completion and RTI acceptance of the work specified herein, the Subcontractor will submit invoice(s) in accordance with the Payment Schedule set forth below. In addition to any other available remedies, if, In the opinion of RTI, Subcontractor fails to perform in accordance with the terms of the Subcontract, the RTI Subcontract Administrator may refuse or limit approval of any invoices for payment, and may cause payments to Subcontractor to be reduced or withheld until such time as RTI determines that Subcontractor has met the performance terms as established by the Subcontract.

SCR 2. Payment Schedule

The Subcontractor shall provide the services/supplies set forth in Appendix C, Statement of Work, and will invoice RTI in accordance with the following Payment Schedule:

Description	Date	Year 1		Year 2		Year 3
		6/30/17-2/28/2017		3/1/2017-2/28/2018		3/1/2018-2/28/2019
		0214739.000.003.006		0214739.000.004.006		0214739.000.005.006
FL ATS Phone Q1	March 30th		n/a	$	36,429.00	$	37,475.00
FL ATS Phone Q1	April 30th		n/a	$	36,429.00	$	37,475.00
FL ATS Phone Q1	May 30th		n/a	$	36,429.00	$	37,475.00
FL ATS Phone Q2	June 30th	$	39,158.00	$	36,429.00	$	37,475.00
FL ATS Phone Q2	July 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q2	August 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q3	September 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q3	October 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q3	November 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q4	December 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q4	January 30th	$	35,558.00	$	36,429.00	$	37,475.00
FL ATS Phone Q4	February 28th	$	35,558.00	$	36,433.00	$	37,479.00
Total		$	323,622.00	$	437,152.00	$	449,704.00
				Total Year 1-3		$	1,210,478.00

SCR 3. Period of Performance

The period of performance for this Subcontract shall begin on June 01, 2017 and continue through February 28, 2020 in accordance with the Appendix B, Standard Terms and Conditions and Appendix D, Statement of Work.

Page 2

SCR 4. Designation of Contractual Representatives

A. Abbey Boggs is hereby designated as the RTI Subcontract Administrator and is the only one with the authority to direct changes under this Subcontract. All notices shall be in writing and addressed as follows:

For RTI	For Subcontractor
Abbey Boggs	Guthrie Rebel
RTI International	Precision Opinion, Inc.
Global, Supply Chain	101 Convention Center Drive
SSES Subcontracts	Plaza 124
P.O. Box 12194	Las Vegas, Nevada 89109 United States
Research Triangle Park, NC 27709-2194	Phone: 702/483-4000
Phone: 919-316-3141	Email: guthrie@precisionopinion.com
Email: aboggs@rti.org

B.	The RTI Principal Investigator/Project Manager assigned to this Subcontract is Dr Matthew Farrelly.
C.	Invoices are to be submitted to RTI’s Accounts Payable Department via electronic mail at the following address: Accountinq@rti.org.

SCR 5. Key Personnel

A.	Mr. Guthrie Rebel is considered essential to the work being performed under this Subcontract. By mutual agreement, the list of key personnel may be amended from time to time during the course of this Subcontract to either add or delete key personnel as appropriate.
B.	During the first ninety (90) calendar days of performance, Subcontractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. Subcontractor shall notify the RTI Subcontract Administrator within ten (10) calendar days after the occurrence of any of these events and provide the information required by Paragraph C below. After the initial ninety (90) calendar day period, Subcontractor shall submit the information required by Paragraph C to the RTI Subcontract Administrator at least ten (10) calendar days prior to making any permanent substitutions.
C.	Prior to diverting the above-named personnel to other programs, Subcontractor shall submit a justification (including the reason for the requested substitution and resumes of die proposed replacement key personnel) in sufficient detail to permit evaluation of the impact of the requested substitution on the program. Proposed substitutes should have comparable qualifications to those of the persons being replaced. The RTI Subcontract Administrator will notify Subcontractor of RTI’s decision about the substitutions within twenty (20) calendar days after receipt of all required information.

SCR 6. Additional Invoice Instructions

In addition to the invoice instructions set forth in the above-mentioned Master Service Agreement, Subcontractor shall submit an invoice summary page as incorporated herein with each invoice submission. Subcontractor may use its own invoice summary format if such is substantially similar to the template provided in this Subcontract.

Page 3

Appendix B: Prime Contract Flow-Down Clauses

The term “Provider” or “Subcontractor” shall mean “Subawardee”; the term “Department” shall mean “RTI” and/or “The State of Florida Department of Health”;

The provider and any subcontractors agree to comply with Pro-Children Act of 1994, Public Law 103-277, which requires that smoking not be permitted in any portion of any indoor facility used for the provision of federally funded services including health, day care, early childhood development, education or library services on a routine or regular basis, to children up to age 18. Failure to comply with the provisions of the law may result in the imposition of civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity.\

Audits, Records, and Records Retention

1.	To establish and maintain books, records, and documents (including electronic storage media) in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided by the Department under this contract.
2.	To retain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this contract for a period of six (6) years after termination of the contract, or if an audit has been initiated and audit findings have not been resolved at the end of six (6) years, the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this contract.
3.	Upon completion or termination of the contract and at the request of the Department, the provider will cooperate with the Department to facilitate the duplication and transfer of any said records or documents during the required retention period as specified in Section I, paragraph D.2. above.
4.	To assure that these records shall be subject at all reasonable times to inspection, review, or audit by Federal, state, or other personnel duly authorized by the Department.
5.	Persons duly authorized by the Department and federal auditors, pursuant to 45 CFR, Part 92.36(i)(10), shall have full access to and the right to examine any of provider’s contract and related records and documents, regardless of the form in which kept, at all reasonable times for as long as records are retained.
6.	To provide a financial and compliance audit to the Department as specified in Attachment NA and to ensure that all related party transactions are disclosed to the auditor.

Documentation. To maintain separate accounting of revenues and expenditures of funds under this contract in accordance with generally accepted accounting practices and procedures. Expenditures which support provider activities not solely authorized under this contract must be allocated in accordance with applicable laws, rules and regulations, and the allocation methodology must be documented and supported by competent evidence.

Provider must maintain sufficient documentation of all expenditures incurred (e.g. invoices, canceled checks, payroll detail, bank statements, etc.) under this contract which evidences that expenditures are:

1) allowable under the contract and applicable laws, rules and regulations;

2) reasonable; and

3) necessary in order for the recipient or subrecipient to fulfill its obligations under this contract.

The aforementioned documentation is subject to review by the Department and/or the State Chief Financial Officer and the provider will timely comply with any requests for documentation.

Public Records. Keep and maintain public records that ordinarily and necessarily would be required by the provider in order to perform the service; provide the public with access to such public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed that provided in Chapter 119, F.S., or as otherwise provided by law; ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and meet all requirements for retaining public records and transfer to the public agency, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the agency.

Page 4

Monitoring by the Department

To permit persons duly authorized by the Department to inspect any records, papers, documents, facilities, goods, and services of the provider, which are relevant to this contract, and interview any clients and employees of the provider to assure the

Department of satisfactory performance of the terms and conditions of this contract. Following such evaluation the Department will deliver to the provider a written report of its findings and will include written recommendations with regard to the provider’s performance of the terms and conditions of this contract. The provider will correct all noted deficiencies identified by the Department within the specified period of time set forth in the recommendations. The provider’s failure to correct noted deficiencies may, at the sole and exclusive discretion of the Department, result in any one or any combination of the following: (1) the provider being deemed in breach or default of this contract; (2) the withholding of payments to the provider by the Department; and (3) the termination of this contract for cause.

Safeguarding Information

Not to use or disclose any information concerning a recipient of services under this contract for any purpose not in conformity with state and federal law or regulations except upon written consent of the recipient, or the responsible parent or guardian when authorized by law.

Incident Reporting

Abuse, Neglect, and Exploitation Reporting

In compliance with Chapter 415, F.S., an employee of the provider who knows or has reasonable cause to suspect that a child, aged person, or disabled adult is or has been abused, neglected, or exploited shall immediately report such knowledge or suspicion to the Florida Abuse Hotline on the single statewide toll-free telephone number (1-800-96ABUSE).

Purchasing

It is agreed that any articles which are the subject of, or are required to carry out this contract shall be purchased from Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE) identified under Chapter 946, F.S., in the same manner and under the procedures set forth in §946.515(2) and §(4), F.S. For purposes of this contract, the provider shall be deemed to be substituted for the Department insofar as dealings with PRIDE. This clause is not applicable to subcontractors unless otherwise required by law. An abbreviated list of products/services available from PRIDE may be obtained by contacting PRIDE, 1-800-643-8459.

Procurement of Materials with Recycled Content

It is expressly understood and agreed that any products or materials which are the subject of, or are required to carry out this contract shall be procured in accordance with the provisions of §403.7065, and §287.045, F.S.

MyFloridaMarketPlace Vendor Registration

Each vendor doing business with the State of Florida for the sale of commodities or contractual services as defined in section 287.012, Florida Statutes, shall register in the MyFloridaMarketPlace system, unless exempted under Rule 60A-1.030(3) F.A.C.

MyFloridaMarketPlace Transaction Fee

The State of Florida, through the Department of Management Services, has Instituted MyFloridaMarketPlace, a statewide procurement system. Pursuant to §287.057(23), F.S. (2008), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the provider shall pay to the State.

For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee.

The provider shall receive a credit for any Transaction Fee paid by the provider for the purchase of any item(s) if such item(s) are returned to the provider through no fault, act, or omission of the provider. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the vendor’s failure to perform or comply with specifications or requirements of the agreement Failure to comply with these requirements shall constitute grounds for declaring the vendor in default and recovering reprocurement costs from the vendor in addition to all outstanding fees. Providers delinquent in paying transaction fees may be excluded from conducting future business with the State.

Civil Rights Requirements

Civil Rights Certification: The provider will comply with applicable provisions of Department of Health publication, “Methods of Administration, Equal Opportunity in Service Delivery.”

Page 5

Sponsorship

As required by §286.25, F.S., if the provider is a non-governmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this contract, it shall, in publicizing, advertising, or describing the sponsorship of the program, state: Sponsored by (provider’s name) and the State of Florida, Department of Health. If the sponsorship reference is in written material, the words State of Florida, Department of Health shall appear in at least the same size letters or type as the name of the organization.

Use of Funds for Lobbying Prohibited

To comply with the provisions of §216.347, F.S., which prohibit the expenditure of contract funds for the purpose of lobbying the Legislature, judicial branch, or a state agency.

Public Entity Crime and Discriminatory Vendor

1.

Pursuant to §287.133, F.S., the following restrictions are placed on the ability of persons convicted of public entity crimes to transact business with the Department: When a person or affiliate has been placed on the convicted vendor list following a conviction for a public entity crime, he/she may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in §287.017, F.S, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

2.

Pursuant to §287.134, F.S., the following restrictions are placed on the ability of persons convicted of discrimination to transact business with the Department: When a person or affiliate has been placed on the discriminatory vendor list following a conviction for discrimination, he/she may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in §287.017, F.S., for CATEGORY TWO for a period of 36 months from the date of being placed on the discriminatory vendor list.

Patents, Copyrights, and Royalties

1.	If any discovery or invention arises or is developed in the course or as a result of work or services performed under this contract, or in anyway connected herewith, the provider shall refer the discovery or invention to the Department to be referred to the Department of State to determine whether patent protection will be sought in the name of the State of Florida. Any and all patent rights accruing under or in connection with the performance of this contract are hereby reserved to the State of Florida.
2.	In the event that any books, manuals, films, or other copyrightable materials are produced, the provider shall notify the Department of State. Any and all copyrights accruing under or in connection with the performance under this contract are hereby reserved to the State of Florida.
3.	The provider, without exception, shall indemnify and save harmless the State of Florida and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured by the provider. The provider has no liability when such claim is solely and exclusively due to the Department of State’s alteration of the article. The State of Florida will provide prompt written notification of claim of copyright or patent infringement. Further, if such claim is made or is pending, the provider may, at its option and expense, procure for the Department of State, the right to continue use of, replace, or modify the article to render it non-infringing. If the provider uses any design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and understood without exception that the bid prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work.

Information Security

The provider shall maintain confidentiality of all data, files, and records including client records related to the services provided pursuant to this agreement and shall comply with state and federal laws, including, but not limited to, §384.29, §381.004, §392.65, and §456.057, F.S. Procedures must be implemented by the provider to ensure the protection and confidentiality of all confidential matters. These procedures shall be consistent with the Department of Health Information Security Policies, as amended, which is incorporated herein by reference and the receipt of which is acknowledged by the provider, upon execution of this agreement. The provider will adhere to any amendments to the Department’s security requirements provided to it during the period of this agreement. The provider must also comply with any applicable professional standards of practice with respect to client confidentiality.

f.

Not to employ unauthorized aliens. The Department shall consider employment of unauthorized aliens a violation of §274A(e) of the Immigration and Naturalization Act (6 U.S.C. 1324 a) and §101 of the Immigration Reform and Control Act of 1986. Such violation shall be cause for unilateral cancellation of this contract by the Department. The provider agrees to utilize the U.S. Department of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp. to verify the employment eligibility of all new employees hired during the contract term by the provider. The provider shall also include a requirement in subcontracts that the subcontractor shall utilize the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. Contractors meeting the terms and conditions of the E-Verify System are deemed to be in compliance with this provision.

h.

The provider and any subcontractors agree to comply with Pro-Children Act of 1994, Public Law 103-277, which requires that smoking not be permitted in any portion of any indoor facility used for the provision of federally funded services including health, day care, early childhood development, education or library services on a routine or regular basis, to children up to age 18. Failure to comply with the provisions of the law may result in the imposition of civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity.

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Appendix C: Statement of Work/Budget

Florida Adult Tobacco Survey
Phone Scope of Work

Background: RTI Is conducting a comprehensive evaluation of the Florida Department of Health Bureau of Tobacco-Free Florida. To inform the evaluation, RTI has devised the Florida Tobacco Surveillance System to capture timely public health surveillance data on tobacco outcome indicators and related socioecological influences across multiple Florida populations.

Objective: RTI requires the services of an outside organization with demonstrated experience conducting telephone surveys with computer assisted telephone Interviewing (CATI) methodology to execute the Florida Adult Tobacco Survey. The subcontractor will be responsible for all aspects of data collection, as outlined below.

Specific Tasks: The specific tasks expected of the subcontractor include the following:

1.	Project Management and Set Up. The subcontractor will manage and administer survey execution. RTI will design the instrument to be completed using computer assisted telephone interviewing (CAT!) methodology only.
	The subcontractor will work with RTI to program and pre-test the CATI front-end, interview, and back-end scripts based on the final specifications provided from RTI. All outbound calls to sample members must display a Florida area code. Additionally, the subcontractor is responsible for setting-up a dedicated toll-free line with capacity to handle in-bound calls.
2.	Interviewer Training, Supervision, and Monitoring. The subcontractor will recruit, train, and supervise interviewing staff. RTI will provide project-specific training materials. During data collection, the subcontractor will provide interviewer supervision and monitoring. The general guideline is 15% of interviewing hours for supervision and 10% of interviewing hours for monitoring.
3.	Data Collection. The subcontractor will conduct quarterly data collection (~ 10-12 weeks) to obtain 1,000 completed telephone surveys per quarter (800 cell phone completes, 200 landline completes; RTI will provide the sample). Specifications of data collection are outlined in Attachment 1.
4.	Incentives. The subcontractor will provide an incentive file every two weeks with the names and addresses of survey participants eligible to receive an incentive check. RTI will be responsible for the cost and processing of the incentives.
5.	Data Collection Tracking. The subcontractor will provide RTI with weekly production reports that include the disposition of all sampled cases and other key data collection results.
6.	Data Files. During the first quarter of data collection, the subcontractor will provide a preliminary data set after first 100 or so interviews completed, for quality checking purposes. At the end of each quarter, within 10 business days of die completion of data collection, the subcontractor will deliver a final cleaned data file in SPSS, SAS, or Stata. The data file will include all CATI data, including preloaded sample data, front end screening data, and final sample dispositions. A codebook with all variable and value labels for all data elements must be included with the final data file. The subcontractor will also include a record of call data file at the end of each quarter.

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Please include total billing amount by activity name and corresponding RTI Task Number when submitting invoice to RTI.

Page 8

Research Triangle Institute RTI International, Global Supply Chain PO Box 12194, 3040 Cornwallis Road Research Triangle Park, NC 27709-2194    

Master Service Agreement Number 888-12-16-09
Subcontract Number 8-312-0214739-52940L

Subcontractor Information	Subcontract Information
Precision Opinion, Inc.	Subcontract Amount	$1,210,478
101 Convention Center Drive, Plaza 124	Funded Amount	$323,622
101 Convention Center Drive, Plaza 124	Period of Performance	06/01/17 - 02/28/20
Las Vegas, Nevada 89109 United States	Subcontract Type	Fixed Price
	Purchase Order Number	52940L
Subcontractor Size and Socio-Economic Status:	Taxpayer ID Number	26-0534872
If a Small Business**, check ALL that apply:
	DPAS Rating:
	Not Applicable

✓	Small Business Concern (SB)	□	Veteran-Owned SB
□	Small Disadvantaged Business. [Including Black-, Asian Pacific-, Subcontinent Asian-, Native-, Hispanic American-owned SBs or active 8(a)]	□	Service-Disabled Veteran-Owned SB
□	Woman-Owned SB	□	HUBZone (Historically Underutilized Business Zone) certified SB
		□	Alaska Native Corporation and Indian Tribe

If not a Small Business, check one. [X] Large [  ] Non-Profit [  ] Foreign/Other(including Govt) [  ] HBCU/MI*** Enter the NAICS Code and Small Business Size Standard: 541910 ($15.0 million size standard)
*North American Industry Classification System (NAICS) online search: www.census.gov/eos/www/naics. **Small Business definitions and size standards are available in the Federal Acquisition Regulation 52.219-8 and 13 CFR Part 121; HUBZone SB must be certified by SBA (www.sam.gov and www.sba.gov/size). Under IS U.S.C. 645(d), any person who misrepresents its size status shall (1) be punished by a fine, Imprisonment, or both; (2) be subject to administrative remedies; and (3) be ineligible for participation in programs conducted under the authority of the Small Business Act. ***Historically Black Colleges and University (HBCU) or Minority Institutions (MI).	Prime Contract Info: State of Florida Contract COTGC Florida ATS Phone
This Subcontract is between Research Triangle Institute, under the trade name RTI International (hereinafter referred to as RTI), a nonprofit organization, and Precision Opinion, Inc., acting as an independent contractor and not as an agent of RTI, (referred to throughout as “Subcontractor”). Subcontractor agrees to deliver all Items and perform all services in accordance with the following Subcontract Appendices:

	● Appendix A: Special Contract Requirements ● Appendix B: Prime Contract Flow-Down Clauses ● Appendix C: Statement of Work/Budget	● Appendix D: Invoice Summary Template
This Subcontract embodies the entire agreement between RTI and Subcontractor and supersedes all other agreements either written or oral. Officials signing this Subcontract certify that they have legal authority to enter into binding agreements on behalf of their organizations.
In accepting this Subcontract, the Subcontractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this type of transaction by any Federal department or agency. Any change in the debarred or suspended status of the Subcontractor during the life of this Subcontract must be reported immediately to RTI. The Subcontractor agrees to incorporate the Debarment and Suspension certification into any lower-tier subcontract or Subcontract that they may enter into as a part of this Subcontract.

Subcontractor Contractual Personnel:		RTI Contractual Personnel:
Guthrie Rebel	702/483-4000	Abbey Boggs	919-316-3141
Project Manager: Guthrie Rebel	702/483-4000	Project Manager: Dr Matthew Farrelly	919-541-6852
Signature:		Signature:
Typed Name:	GUTHRIE REBEL	Typed Name:	Terry George-Waterfield
Title:	EVP	Title:	Manager, Global Supply Chain
Date:		Date:

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EX-10.13

 

SUBCONTRACT AGREEMENT

This subcontract (the “Subcontract” or “Agreement”) is entered into as of the date it is fully executed by the Parties (“Effective Date”) by and between IMPAQ International, LLC located at 10420 Little Patuxent Parkway, Suite 300, Columbia, Maryland 21044 (“IMPAQ” or “Contractor”), and Precision Opinion, Inc., located at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109 (“Subcontractor”). Work under this Subcontract is not authorized until it is fully executed by both Parties.

WHEREAS, the Contractor has executed a Small Business Expedited Research and Demonstration (SBRAD) IDIQ Contract, Contract Number HHSM-500-2011-000131 (the “Prime Contract”) with the U.S. Department of Health and Human Services (HHS), Centers for Medicare & Medicaid Services (CMS) to provide certain services; and

WHEREAS, the Prime Contract contemplates that the Client will issue specific scopes of Work to Contractor in the form of Orders for Supplies or Services issued under the Prime Contract under a Firm Fixed Price (“FFP”), Time and Materials (“T&M”) and/or Cost Plus Fixed Fee (“CPFF”) basis (“Prime Contract Task Orders”); and

WHEREAS, the Client has issued Prime Contract Task Order No. HHSM-500-T0008, “National Implementation of the Medicare Fee-For-Service CAHPS Survey Data Collection and Data File Preparation” (the “Task Order”), pursuant to which Contractor is required to perform a certain scope of work defined therein for the Center for Medicare & Medicaid Services (CMS) (the “Client”); and

WHEREAS, pertinent portions of the Prime Contract and the Task Order are attached hereto as Exhibit A and Exhibit B, respectively, which are incorporated in their entirety as if fully and correctly set forth herein; and

WHEREAS, the Contractor and Subcontractor desire to enter into this Subcontract whereby the Contractor shall engage Subcontractor to undertake all or a portion of the work described in the Task Order, and to set forth the terms and conditions of agreement between them; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby confirmed, the Contractor and Subcontractor hereto agree as follows:

1. The Contractor and Subcontractor acknowledge that the Recitals above are an integral part of this Subcontract, and agree to be bound by the terms thereof.

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2.       SCOPE OF WORK: Subcontractor’s scope of work (“Subcontract Scope of Work”) under this Subcontract is the scope of work as described in Exhibit C, attached hereto. The Subcontract Scope of Work shall contain the services and work (collectively, the “Work”) for which Subcontractor is responsible under this Subcontract. Subcontractor assumes towards Contractor all obligations and responsibilities that Contractor has assumed towards Client under the Prime Contract and the Task Order for that portion of the Work, including, without limitation, all requirements relating to the quality, quantity and timeliness of the scope of work to be performed. All Subcontractor performance shall be at the direction of Contractor; however, control by Contractor over the method of performance shall be limited to quality control and safety measures in accordance with Section 14 of this Subcontract.

3.       SUBCONTRACT PRICE: Subcontractor shall be paid on a firm-fixed-price basis. Contractor agrees to pay Subcontractor for the satisfactory performance of the Subcontract Scope of Work with Subcontractor charges not to exceed $425,000.00, as determined to be allowable provided under FAR Part 31, et seq. (the “Total Subcontract Price”), pursuant to the terms and pricing information provided by Subcontractor (“Subcontractor Pricing Information”), attached hereto as Exhibit D and incorporated in its entirety as if fully and correctly set forth herein. Subcontractor funding is not transferable between years, even in the event of a multi year period of performance, or where funds are authorized by year, and shall not roll-over from year to year unless explicitly authorized by Contractor in writing. The prices specified in Exhibit D, Subcontractor Pricing Information, will not be increased due to increased labor or materials costs during the term of this Subcontract. Any expenditures in excess of the stated fixed price are not allowable and will be at the Subcontractor’s own risk.

3.1

Current Funding Authorized: As of the Effective Date of this Subcontract, the authorized funding for the Subcontract Scope of Work required under this Subcontract is in the amount of $425,000.00 (the “Current Funded Subcontract Price”). Upon the authorization of additional funding, the Current Funded Subcontract Price may be increased accordingly. At no time shall Subcontractor be entitled to payment from Contractor that would cause the aggregate of all payments under this Subcontract to exceed the Current Funded Subcontract Price for the current Period of Performance, or the Total Subcontract Price for all Option Years or Option Periods.

3.2

Reserved.

4.       PERIOD OF PERFORMANCE: The period of performance of the Subcontract shall be from the Effective Date of the Agreement through September 29, 2017 unless terminated as provided by Article 8 of this Subcontract. Subcontractor acknowledges that to the extent the Prime Contract and/or Task Order allows the Client to extend the period of performance of the Task Order for an additional period of time and the Client extends the Task Order period of performance, Contractor has the right, at its sole option, to extend the Period of Performance of this Subcontract accordingly, and any such extension shall be effective upon receipt by Subcontractor of written notice from Contractor. In addition, Contractor and Subcontractor may agree to extend the term of the Subcontract through the execution of a written agreement, which written agreement shall specify a new completion date for the Subcontract.

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5. MODIFICATIONS AND CHANGES

5.1.	Except as expressly excepted herein, all modifications, amendments or other changes to this Subcontract shall not be effective or binding on the parties unless in writing and signed by duly authorized representatives of both Contractor and Subcontractor, and, if required by the Prime Contract, approved by the Client.
5.2.	From time to time, Contractor may issue unilateral modifications to accomplish Contractor purposes of an administrative nature to Subcontractor which shall be effective upon receipt by Subcontractor and shall not require the signature of Subcontractor.
5.3.	If the Client issues Contractor a unilateral change under the Task Order that affects Subcontractor’s Scope of Work, Contractor may issue Subcontractor a unilateral change order to this Subcontract which shall be effective upon receipt by Subcontractor. Any unilateral change order issued by Contractor under this Section 5.3 does not require the signature of Subcontractor. Upon receipt of a unilateral change order from Contractor, Subcontractor shall commence performing the changed work as described, and, if Subcontractor believes that the change will result in an increase or decrease in the Total or Current Funded Subcontract Price or Period of Performance, or otherwise affects any other terms and conditions of this Subcontract, then Subcontractor shall submit to Contractor a request for equitable adjustment to the Subcontract no later than five (5) days after receipt of the unilateral change order.

6. INVOICES AND PAYMENT

6.1. Subcontractor shall submit its payment requests to IMPAQ, Attn: Accounting Dept, at the following email address: ap@impaqint.com. Subcontractor shall submit timely, compliant payment requests according to the payment schedule contained in Exhibit D. Subcontractor shall submit its payment request to Contractor in a timely manner, but in no event later than the end of the month following the month in which the Subcontractor became entitled to request payment. Subcontractor’s failure to provide Contractor with an invoice for services more than 2 months past the month in which Subcontractor became entitled to submit a payment request, will result in Subcontractor’s forfeiture of any claim for payment for such services or any fees or costs in connection with such services, unless the Contractor has acquiesced, in writing, to the late provision of an invoice.

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6.2.	Subcontractor’s payment requests shall request payment from Contractor only for the work performed by or through Subcontractor through the last date of the period covered by the payment request. Preprinted or stamped terms or conditions in Subcontractor invoices or forms are void and invalid, and shall not modify, waive, condition or qualify any provision(s) of this Agreement. Partial payments will not be made.
6.3.	Subcontractor shall not submit, and Contractor may reject, any payment request that includes a request for payment that would cause the total amount paid to Subcontractor to exceed the Current Funded Subcontract Price, or any payment request that does not comply with the terms of this Agreement. Payment to Subcontractor for any request for payment is expressly conditioned on the Client authorizing sufficient funding such that the total payment to Subcontractor does not exceed the Current Funded Subcontract Price. Payment to Subcontractor is further expressly conditioned upon Subcontractor’s compliance with all of the terms of this Agreement, including, without limitation, Subcontractor’s timely submission of a compliant invoice, Subcontractor’s timely, satisfactory completion of the Work for which payment is requested, and the acceptance of that Work, as well as the submission of a Monthly Progress Report, as described in Section 6.7, below.
6.4.	Subcontractor’s invoice will be incorporated into Contractor’s invoice and submitted to the Client. Unless otherwise specified herein, Contractor agrees to pay Subcontractor within (a) thirty (30) days after receipt of an invoice that complies with all of the requirements of this Subcontract containing allowable, approved costs; or (b) ten (10) days after Contractor receives payment from the Client for Contractor’s invoice into which Subcontractor’s invoice was incorporated, whichever is later. Subcontractor acknowledges that Client’s payment to Contractor pursuant to the Task Order for the Work performed by Subcontractor is an express condition precedent to Contractor’s obligation to pay Subcontractor for work performed under the Subcontract, unless the reason for nonpayment by Client to Contractor is solely the fault or negligence of Contractor or Contractor’s other subcontractors. Each invoice is subject to the 15% withholding specified by Client on page 3 of Exhibit B. The amounts withheld shall be retained until the execution and delivery of release by the Contractor is provided to Client, and Client remits the withholding.
6.5.	Final Invoice: Subcontractor shall submit a final invoice to Contractor containing all outstanding costs or claims for payment for any reason (“Final Invoice”) within sixty (60) days following Subcontractor’s completion of the Subcontract, which shall be the date of expiration of the period of performance or the effective date of termination of the Subcontract in its entirety for cause or convenience, whichever occurs first. In the event no invoice is submitted within that period, the parties agree that the amounts shown on the invoices submitted prior to the termination date of this Subcontract represent the total amount to be paid to the Subcontract and no additional amounts will be due or payable. Concurrently, Subcontractor shall follow the closeout procedures outlined in Section 18. In Contractor’s sole discretion, Contractor may withhold payment of Subcontractor’s Final Invoice until the requirements of Section 18 have been satisfied. Payment to Subcontractor pursuant to Subcontractor’s submission of its Final Invoice shall be the final payment made to Subcontractor and Subcontractor shall not be permitted to claim or submit for any further payment or adjustments.

IMPAQ International, LLC Page 4 Internal Contract #2537

6.6.	On each of its payment requests, Subcontractor shall include the Task Order number and/or Subtask Order number (if applicable), the billing code (2537) for this project), the deliverable number (if applicable), description, submission date and price. Subcontractor shall not vary the rates, fee or hours without Contractor prior approval; doing so without approval shall be considered a breach of this Subcontract. Subcontractor’s payment requests shall be based on the Subcontractor Pricing Information in Exhibit D, and shall refer to such Subcontractor Pricing Information as required by Contractor in order to allow Contractor to identify the costs requested by Subcontractor. Contractor’s payment to Subcontractor on an improper invoice, inconsistent with the Subcontractor’s stated rates, hours, or other pricing information shall not operate as a waiver of the requirements of this Section 6.6, in accordance with Section 19.8, and Contractor, in its sole discretion, may take whatever actions it deems necessary to recoup any improperly paid costs based on incorrect invoices, regardless of when discovered.
6.7.	For each of its payment requests, Subcontractor shall provide all supporting documentation required by this Subcontract, the Prime Contract, the Task Order, the Contractor and the Client.
6.8.	At the same time that Subcontractor submits its payment request, Subcontractor shall submit a Monthly Progress Report to Contractor using the attached Exhibit E, Monthly Progress Report template. Subcontractor shall submit the Monthly Progress Report with its invoice to the Accounting Department at ap@impaqint.com. Subcontractor acknowledges that the failure to submit a Monthly Progress Report with its invoice may delay or bar approval of the invoice, which will toll the payment time period set forth in 6.4.
6.9.	When submitting a payment request, Subcontractor shall determine whether the amount previously invoiced to Contractor plus the amount to be invoiced for work to be performed in the following sixty (60) days will result in Subcontractor requesting payment for greater than seventy-five percent (75%) of the Current Funded Subcontract Price. If Subcontractor determines that the amount previously invoiced plus the expected amount to be invoiced for work to be performed in the following sixty (60) days will exceed this amount, then Subcontractor shall provide Contractor with written notice to the contact provided in Section 19.16, below, and to AP@impaqint.com, stating as such as part of the payment request. Subcontractor shall further provide written notice to Contractor within ten (10) business days when it determines that seventy-five percent (75%) of the Current Funded Subcontract Price has been invoiced.

IMPAQ International, LLC Page 5 Internal Contract #2537

6.10.	Contractor may set-off any claims Contractor may have against Subcontractor against amounts payable to Subcontractor under this Subcontract. This provision is not intended to, and shall not affect the Subcontractor’s sole right and obligation to determine the method of payment for its own employees.
6.11.	Subcontractor’s acceptance of final payment under the Subcontract shall constitute Subcontractor’s full and final release of all claims, whether known or unknown, against Contractor which are in any way related to this Subcontract.
6.12.	Reserved.
6.13.	Reserved.

7.           INDEMNIFICATION: To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless Contractor, Contractor’s subsidiaries, parent companies and/or affiliates, Client, and agents, officers and employees of any of them, from and against all claims, suits, damages, losses and expenses, including but not limited to attorneys’ fees, (“Loss”) arising out of or resulting from Subcontractor’s acts or omissions, except to the extent that such Loss was caused by the negligence or willful misconduct of Contractor. Subcontractor shall further indemnify and hold harmless Contractor, Contractor’s subsidiaries, parent companies and/or affiliates, Client, and agents, officers and employees of any of them, from and against all claims, suits, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of, resulting to, or related to any employment claims against Contractor by Subcontractor’s employees, however alleged.

8. TERMINATION:

8.1. Contractor Termination for Cause: In the event that Subcontractor materially breaches and defaults under this Subcontract or otherwise fails to make progress or otherwise takes action so as to endanger the timely and satisfactory completion of the services defined in this Subcontract or the Task Order, Contractor may terminate the Subcontract, in whole or in part, for default after providing Subcontractor with a cure notice providing Subcontractor ten (10) days to cure the default or breach. If Subcontractor fails to fully cure the breach or default within the aforementioned ten (10) day cure period, Contractor may terminate the Subcontract, in whole or in part, by written Termination Notice to Subcontractor. Upon issuance of the Termination Notice, Subcontractor shall stop all work immediately, and within ten (10) days of such receipt, deliver to Contractor any and all finished and unfinished work product along with any information or resources provided to Subcontractor by the Client or Contractor. In the event of a Termination for Cause, Subcontractor shall not be entitled to receive any further payments until the Work is completed. If, after the Work is completed, it is determined that the amount owed to Subcontractor under the Subcontract for Work satisfactorily completed and accepted prior to termination is greater than the total cost to Contractor to complete the Work, such excess amount shall be paid to Subcontractor. If the cost to complete the Work plus the amount previously paid to Subcontractor is greater than the Current Funded Subcontract Price, then Subcontractor shall pay Contractor such excess amount within five (5) days of receiving a demand from Contractor for such costs. If a termination for cause is later determined to be improper by a court of competent jurisdiction, then such termination shall be deemed a termination for convenience pursuant to this Article 8. In the event that a portion of the Subcontract is terminated for cause, Subcontractor shall continue to diligently perform any other Work under the Subcontract.

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8.2.	Contractor Termination for Convenience: Contractor may at any time and for any reason whatsoever terminate this Subcontract, or any part thereof, at Contractor’s sole convenience and discretion. Such termination for convenience shall be by service of written notice to Subcontractor. Upon receipt of such notice, Subcontractor shall, unless the notice directs otherwise, immediately discontinue the Work in connection with the terminated Subcontract, or the terminated portion thereof. Upon a termination for convenience, Subcontractor shall be paid for the satisfactory Work performed prior to the termination for convenience, and Subcontractor will not be entitled to, and hereby waives all claims to payment, including, but not limited to, any profits or overhead, related to Work not performed.
8.3.	Client Termination for Cause: If the Client terminates the Prime Contract or the Task Order for default, then the Subcontract issued pursuant to that Prime Contract Task Order will be similarly terminated for default upon Subcontractor’s receipt of Contractor’s written notice of default termination by the Client. Subcontractor is bound to the procedures and obligations regarding Default Termination in the Prime Contract.
8.4.	Client Termination for Convenience: If the Client terminates the Prime Contract or the Task Order for convenience, then the Subcontract issued pursuant to the Task Order will be similarly terminated for convenience upon Subcontractor’s receipt of Contractor’s written notice of convenience termination by the Client. Subcontractor is bound to the procedures and obligations regarding Client Convenience Termination in the Prime Contract.

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8.5. Stop Work Orders: Notwithstanding any other provisions of this Subcontract, a stop work order which relates to the Subcontractor’s Work, may, by issuance of written notice to Subcontractor, suspend all or any portion of the Work. Upon receipt of such written notice from Contractor, Subcontractor shall immediately cease all work as directed by Contractor. Subcontractor shall promptly resume all Work upon receipt of notice from Contractor that the stop work order has been lifted. Subcontractor shall make every effort to minimize all costs associated with stopping or resuming work. Subcontractor may not claim payment for any work performed during the stop work period.

9. WORK PRODUCT, OWNERSHIP AND USE OF INFORMATION:

9.1.	All Work Product developed by Subcontractor, and all materials, information and data provided to Subcontractor, as part of its work under this Subcontract, shall be used by Subcontractor solely for the purposes of performing under the Prime Contract, the Task Order and/or this Subcontract. “Work Product” means all information, ideas, materials, data, reports, software and deliverables developed by Subcontractor in the performance of this Subcontract, in whatever stage of completion, including without limitation, advertisements, background and interim documents, computer programs, databases, designs, diagrams, discoveries, documents, drawings, conclusions, films, findings, formulae, improvements, inventions, manuals, methods, models, notes, pamphlets, plans, processes, recommendations, reports, surveys, software, sound reproductions, source code, studies, tapes, and techniques, as well as all materials necessary or related to the development, operation, and maintenance of any tools (soft, electronic tools or hard copy tools).
9.2.	All Work Product shall be an original work of Subcontractor and shall not infringe on any patent, copyright, trademark, trade secret or any other proprietary rights of any third party.
9.3.	All Work Product and all materials, information and data provided to Subcontractor as part of its Work under this Subcontract shall be and/or remain the sole property of Contractor and/or the Client and shall be returned to Contractor at any time upon Contractor’s request, or at the conclusion of Subcontractor’s services under this Agreement, whichever is earlier, and Subcontractor hereby expressly waives any right or interest it may have therein.
9.4.	Contractor and Subcontractor agree that all data and Work Products produced pursuant to this Subcontract shall be considered work made for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq., and shall be owned by Contractor. If for any reason the Work Product would not be considered a work made for hire under applicable law, Subcontractor assigns and transfers to Contractor the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof.

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9.5.	Subcontractor shall execute all documents and perform such other proper acts as Contractor or Client may deem necessary for data and information required to be provided to Subcontractor or to secure for Contractor the rights pursuant to this section.
9.6.	Subcontractor represents and warrants that all of the Work Product, findings and recommendations disclosed and provided to Contractor during the performance and term of this Subcontract may lawfully be disclosed by Subcontractor and do not infringe on any rights of third parties.

10. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION:

10.1.

Subcontractor and Contractor acknowledge that confidential and/or proprietary information (“Confidential Information”) may be exchanged and disclosed between the parties pursuant to this Subcontract. Each Party may be a “Disclosing Party” and a “Receiving Party” under this Agreement.

10.2.

“Confidential Information” is defined as information, ideas, and data originated by, peculiar to, or in the possession of the Disclosing Party, and includes, but is not limited to, information, ideas, products and product development information, methodologies, processes, operations, research, writings, data, financial information and statements, financing documents, trade secrets, copyrights, computer software, documentation, specifications, systems, system architectures, hardware, concepts, designs, know-how, configurations, schedules, costs, previous proposal responses, solicitation response strategies, proposal preparation techniques, pricing policies, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, formulae, algorithms, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business, sales and marketing plans and strategies, technical solutions to client requirements, dealings, arrangements, objectives, security protocol, customer data, business plans and development information and opportunities, locations and prospect and customer lists and information, and any other information that should reasonably be understood as confidential and/or proprietary relative to all discussions and information concerning the Prime Contract, Task Order, or Work under this Subcontract, in whatever form transmitted. The terms of this Agreement shall also be considered Confidential Information.

Any and all information disclosed by Contractor to Subcontractor belonging to or originating with the Client shall be treated as Confidential Information of the Contractor, without the requirement to mark such information as confidential or proprietary, and such information shall be subject to the same restrictions and protections from unauthorized use and disclosure afforded any other Confidential Information disclosed hereunder.

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Any and all information belonging to or originating with a third party, including, without limitation, that of any other partner on this Project, disclosed to Subcontractor by Contractor, or disclosed by that third party directly to Subcontractor and pertaining to this Project, shall also be considered Confidential Information of the Contractor and subject to the same restrictions and protections from unauthorized use and disclosure afforded any other Confidential Information under this Agreement, regardless of how disclosed. If such Confidential Information is disclosed directly to Subcontractor by the third party, there shall be no requirement to mark such information as confidential or proprietary.

10.3.	The Disclosing Party agrees to clearly label at the time of disclosure any written or tangible material that it considers Confidential Information, and to identify Confidential Information disclosed orally or visually as Confidential Information contemporaneous with disclosure. However, the failure to mark such information as “Confidential Information” shall not absolve the Receiving Party of its obligations with respect to Confidential Information under this Subcontract if such information should reasonably be understood as Confidential Information under this Subcontract or pursuant to industry standards.
10.4.	Each Party agrees that it will protect the other Party’s Confidential Information in the same manner as it protects its own Confidential Information, but in no event shall a Party exercise less than reasonable care, and that disclosure of Confidential Information within a Party’s organization shall be restricted to those individuals who are directly participating in the performance of this Subcontract and who are required to review the Confidential Information in order to perform their duties under this Subcontract. Contractor and Subcontractor further agree that the Disclosing Party’s Confidential Information shall not be used by the Receiving Party for any reason other than to effect the purposes of this Agreement. Contractor and Subcontractor agree not to reproduce Confidential Information except as required for their performance under this Subcontract, and not to disclose, sell, convey or otherwise divulge such Confidential Information to any third party either during or subsequent to the Period of Performance of this Subcontract.
10.5.	Any Confidential Information, materials or documents which is furnished to the Receiving Party by the Disclosing Party shall remain the property of the Disclosing Party and shall be promptly returned, accompanied by all copies of such documentation and materials derived from such materials or documents, at the direction of the Disclosing Party, or destroyed, with ten (10) days after receipt by the Receiving Party of a written notice by Disclosing Party requesting such return or destruction. Upon such request, all analyses, compilations, studies or other documents containing or reflecting the Receiving Party’s use of the Confidential Information will be destroyed by the Receiving Party, and such destruction confirmed to the Disclosing Party in writing.

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10.6. The parties shall not be liable for disclosure of Confidential Information that:

a)       was at the time of receipt otherwise known to the Receiving Party, as shown by the Receiving Party, and is known without restriction of any kind; or

b)       has been published or is otherwise within the public domain or is otherwise generally known to the public at the time of its disclosure, except where such information has been published or become a part of the public domain as a result of being disclosed pursuant to a federal or state government requirement or solicitation where reasonable steps have been taken by the Party disclosing such information to keep such information confidential where possible; or

c)       is disclosed with the prior written approval of the other Party, if that Party has the right to consent to such disclosure; or

d)       is independently developed without use of the other Party’s Confidential Information; or

e)       is required to be disclosed by operation of law, or by order of a court of competent jurisdiction, provided the other Party has first been notified in writing of such disclosure and has been provided an opportunity to take appropriate action to protect their legal interest in the Confidential Information.

10.7.

Each Party represents that it has the right to disclose the Confidential Information that it is disclosing to the other Party. No right or obligation with respect to the Confidential Information, specifically, other than those expressly enumerated herein shall be created or implied by the fact that Confidential Information has been disclosed pursuant to this Subcontract or by the fact of the parties entering into this Subcontract. This Subcontract shall not alter any ownership rights with respect to Confidential Information, nor shall it be read to grant any license to any Confidential Information, trade secret, trademark, copyright or patent beyond the specific use expressly authorized by this Subcontract or as necessary for this Project, or as required by the Prime Contract and/or Task Order.

10.8.

The terms and conditions of this Article 10 shall explicitly survive the termination of this Subcontract and shall remain in effect for five (5) years thereafter.

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11. ACCESS TO DATA AND INFORMATION TECHNOLOGY SYSTEMS.

11.1.

Contractor may provide Subcontractor with access to Contractor or Client owned or licensed data (collectively, “Data”) as well as Information Technology (IT) and communication systems, servers, platforms, and applications (collectively, “Systems”). Subcontractor agrees that the following actions or attempted actions related to these Data and Systems are prohibited: the unauthorized access, use, uploading to, downloading from, changing, circumventing, modifying, or deleting of Data and/or Systems, denying or granting third party access to these Data and/or Systems, and using Contractor and Client resources for the same. Contractor may in its sole discretion restrict Subcontractor’s access to these Systems and/or Data.

11.2.

Subcontractor further agrees to:

11.2.1.	Satisfactorily complete any and all Contractor and/or Client required training courses and obtain any and all required certifications and credentials in order to obtain access to Data and Systems;
11.2.2.	Sign and return any and all acknowledgements and/or agreements that may be required by Contractor and/or Client in order to obtain access to Data and/or Systems;
11.2.3.	Adhere to and abide by any and all Contractor and/or Client required rules of behavior, policies, processes, and procedures for accessing, labeling, using, protecting, storing, and handling Data and Systems; and
11.2.4.	Abide by and adhere to all applicable contract terms, laws and regulations with respect to the Data and Systems.

11.3. If Subcontractor has access to Personally Identifiable Information (“PII”) or Protected Health Information (“PHI”), including beneficiary or recipient records, as those terms are defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) in any way under this Subcontract, Subcontractor agrees to protect such information as required by the Freedom of Information Act (“FOIA”), the Privacy Act of 1974, the Alcohol, Drug Abuse and Mental Health Administration Act, HIPAA, Public Law 104-191 as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act, the final regulations to such Acts that the U.S. Department of Health and Human Services (“HHS”) has promulgated and set forth in 45 CFR Parts 160, 162, and 164 (collectively, the “HIPAA Rules”), 42 CFR Part 431, Subpart F, and Title 10 U.S.C.§1102, as well as any additional laws or regulations promulgated by the Federal Government or relevant State Governments. In general, beneficiary records must be protected, in terms of privacy and security, during use, transmission, storage, destruction and handling. Any unauthorized disclosure of such information or records must be reported immediately, and no later than within one business day, to Contractor.

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11.4. Subcontractor also expressly agrees to abide by the Business Associates provisions flowed down through the Prime Contract flowdown, attached hereto as Exhibit A and/or the Task Order flowdown, attached hereto as Exhibit B, if any. Any questions concerning the use, protection, release and handling of data, information, or Systems, whether or not involving Contractor or Client Data and/or Systems, shall be referred to Contractor for direction.

12. PERSONNEL AND LICENSING:

12.1.	Warrant of Personnel: Subcontractor warrants that it and all of its employees to be assigned to perform work under this Subcontract are not presently debarred or suspended or proposed for suspension or debarment by any federal or state government agency. Subcontractor further warrants that it has or shall obtain prior to performing the pertinent scope of Work, all licenses, certifications, permits, approvals, inspections and other authorizations required to perform the Work. Subcontractor shall obtain all such licenses, certifications, permits, approvals, inspections and other authorizations at its own expense, and such expense shall not be considered an allowable cost under the Subcontract unless explicitly agreed to by Contractor. Subcontractor further warrants that each of the personnel assigned by Subcontractor to perform under this Subcontract (i) possesses the necessary license(s), training, experience and qualifications to perform the duties to which he/she is assigned, and maintains such license(s), training, experience and qualifications throughout the Period of Performance, and (ii) is a citizen of the United States of America, if required by the terms of the Prime Contract and/or the Task Order, or, if not a United States citizen, has and will have at all times during the Period of Performance a valid and legal work status under the regulations of the United States Immigration and Naturalization Service.
12.2.	Background Investigations: Subcontractor is solely responsible for performing, or causing to be performed, all background investigations required by the Prime Contract and/or the Task Order of personnel performing work under Subcontractor’s Scope of Work, including, but not limited to, license and education verification, criminal background checks, OIG and/or GAO exclusion database checks. Subcontractor shall bear the cost of any such background investigations, including the cost of any additional information or investigations required during the Period of Performance.
12.3.	Removal of Personnel for Cause: Contractor may require Subcontractor to remove any individual assigned by Subcontractor to perform under this Subcontract at its sole discretion, which shall be reasonably exercised. Upon receipt of written notification from Contractor requiring Subcontractor to remove an individual from performing under this Subcontract, the identified individual shall cease work immediately and shall not be permitted to return to work on the scope of work pursuant to this Subcontract without written authorization from Contractor. Subcontractor shall identify for Contractor’s approval replacement personnel for any removed personnel within ten (10) calendar days of such removal.

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12.4. Reserved.

12.4.1.	Reserved.
12.4.2.	Reserved.

12.5.	Reserved.
12.6.	Equal Opportunity: Contractor and Subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. (Text appears in bold as required by the Office of Federal Contract Compliance Programs (OFCCP).)
12.7.	This Subcontract is subject to the Federal Funding and Accountability Transparency Act (FFATA). Subcontractor hereby agrees to furnish certain information to the Contractor in order for the Contractor to complete its reporting requirements. The Federal Funding and Accountability Transparency Act Reporting Form is attached hereto as Exhibit G. Subcontractor shall complete this form and return the completed form to Contractor no later than ten (10) days after the full-execution of this Subcontract.

12.7.1. Subcontractor hereby certifies that it has a Dun & Bradstreet Data Universal Numbering System (DUNS) number and is registered in the System of Award Management (SAM).

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13. COMMUNICATIONS:

13.1	Subcontractor shall communicate only with Contractor and shall not, without prior written consent of Contractor, direct any communications to the Client regarding the scope of work or terms and conditions of this Subcontract, the Task Order and/or the Prime Contract. Subcontractor may attend meetings between Contractor and Client only when specifically requested by Contractor. Furthermore, Subcontractor shall not act in any way so as to interfere with or impede the contractual relationship between Contractor and Client, including, but not limited to, communicating with Client concerning its relationship with Contractor or any conversations with Contractor, any modification, expansion, cancellation or renewals of the Prime Contract, the Task Order or this Subcontract. Under no circumstances will Subcontractor act upon directions given to it by representatives of Client. If Subcontractor receives any direction or communication from a representative of Client, Subcontractor will notify Contractor as soon as possible and obtain written authorization from Contractor before taking any action based upon Client’s communication or direction. Contractor will not be liable for the cost of work done by Subcontractor without written authorization by Contractor.
13.2	Subcontractor Responsiveness: Subcontractor shall respond to all Contractor written notices, requests or communications in a timely manner. Subcontractor shall provide a written response to Contractor reasonably soon after its receipt of Contractor’s request, depending on the circumstances, but in no event later than three (3) business days. Such response shall reasonably address the details of Contractor’s communication.
13.3	Publicity: Subcontractor shall not issue a news release, public announcement, advertisement or similar form of publicity about its role in the Project (collectively, “Public Statement”) or use Contractor’s logo without express written approval from Contractor, and Client if necessary and appropriate. Contractor approval for Subcontractor’s Public Statement shall not be unreasonably withheld, provided that: (1) Subcontractor appropriately identifies Contractor as the Prime Contractor on this Project; (2) in advance of issuing the Public Statement, Subcontractor gives Contractor a reasonable opportunity to review and approve Subcontractor’s proposed Public Statement; (3) Subcontractor does not reference, describe, or include any confidential or Confidential information, or intellectual property, belonging to Contractor or to Client; and (4) Public Statements are permitted by the Client.

14. TECHNICAL DIRECTION:

14.1. Subcontractor’s performance of the Work under this Subcontract shall be subject to the technical direction of Contractor’s Project Director, or the Project Director’s designee. Such technical direction may include, but is not limited to:

14.1.1. Prescribing and directing Subcontractor performance in accordance with the details of the Subcontract Scope of Work;

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14.1.2.	Monitoring timeliness and technical progress and performing technical evaluation of performance;
14.1.3.	Performing quality control, technical inspection and acceptance of Work, services, and deliverables;
14.1.4.	Interpreting the Subcontract Scope of Work and assisting the Subcontractor in the resolution of technical problems encountered during performance.

14.2.	The Project Director shall be responsible for inspecting and determining the acceptability of all products to be delivered under this Subcontract. Contractor shall have the right to inspect all materials and workmanship at any time. All Work under the Subcontract is subject to final acceptance by the Project Director.
14.3.	The Project Director does not have authority to and may not issue any direction which: changes the terms of the Subcontract Scope of Work; in any manner causes an increase in the Total or Current Funded Subcontract Price or the Subcontractor Pricing Information; changes the Subcontract Period of Performance; or changes any of the terms, conditions, or specifications of the Subcontract without approval of Legal Director.
14.4.	If the Subcontractor at any time believes that any technical direction constitutes a change in, or is outside the scope of the Subcontractor Scope of Work, or will prevent the completion of the Subcontractor Scope of Work in accordance with the terms of this Subcontract, Subcontractor shall seek immediate clarification in writing from Contractor detailing the reasons for any such belief. Subcontractor shall not proceed with any such work unless directed to do so by the Contractor. If Contractor issues Subcontractor a unilateral change order, Subcontractor may apply for equitable adjustment per Section 5, above.
14.5.	If the Subcontractor at any time believes that it will incur costs different from those set forth in the Subcontractor Pricing Information, attached hereto as Exhibit D, and/or as set forth in the Subcontract Scope of Work, attached hereto as Exhibit C, Subcontractor will notify Contractor prior to incurrence of those costs and will obtain express, written permission from the Contractor to proceed.
14.6.	Subcontractor agrees to and accepts sole responsibility for taking any corrective measures required for insufficient Work, including, without limitation, correcting the Work, training, corrective action, and any discipline or actions relating to its own employees.

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15. AUDIT: Subcontractor shall, at all times during the term of this Subcontract and for a period that extends beyond the term of the Subcontract for five (5) years following the expiration or termination of this Subcontract, or for such longer period as the Prime Contract and/or Task Order, attached hereto as Exhibits A and B, respectively, may require, whichever is longer, maintain all records pertaining to this Subcontract, together with any supporting or underlying documents and materials. The Subcontractor shall, at a reasonable time requested by Contactor, whether during or after completion of this Subcontract and at Subcontractor’s own expense, make such records available for inspection and audit (including copies and extracts of records as required) by Contractor. Such records shall be made available to Contractor during normal business hours at the Subcontractor’s office or place of business, provided Subcontractor has been given a five (5) day prior, written notice. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for both parties. Subcontractor shall ensure Contractor has these rights with Subcontractor’s employees, agents, assigns, successors, and sub-Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Subcontractor and any sub-Subcontractors to the extent that those subcontracts or agreements relate to fulfillment of the Subcontractor’s obligations to CONTRACTOR. Costs of any audits conducted under the authority of this right to audit by Contractor and not addressed elsewhere will be borne by Contractor unless certain exemption criteria are met. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, Contractor may recoup the costs of the audit work from the Subcontractor; provided, that the parties recognize that this shall not be the exclusive remedy for any such finding. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Subcontractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of Contractor’s findings to Subcontractor.

16. DISPUTES:

16.1. Disputes Solely Between Contractor and Subcontractor: Any claim, controversy or dispute solely between Contractor and Subcontractor arising out of or related to this Subcontract shall be resolved exclusively in the courts of the State of Maryland or the United States District Court for the District of Maryland, or, in the alternative, through an Alternative Dispute Resolution procedure agreed to by both parties. Notwithstanding the foregoing, before filing in a court of competent jurisdiction or pursuing any other means of resolution in law, the Parties shall endeavor to resolve all disputes through informal means. Any claim, controversy, or dispute arising out of or relating to this Subcontract, including the threatened, alleged, or actual breach of this Subcontract by either Party, which is not disposed of by mutual agreement within a period of thirty (30) days after one Party has provided written notice of the claim, controversy, or dispute to the other, shall be subject to executive level review by each Party. Each Party shall appoint an executive level officer to meet for the purpose of endeavoring to resolve such dispute. If this review process is not successful within a reasonable period of time, not to exceed ninety (90) days from a Party’s receipt of a written notice of claim from the other Party, then, if the Parties agree on Arbitration, the dispute shall be resolved by an Alternative Dispute Resolution held in the MD, DC, or Northern VA area. If the Parties do not agree on Arbitration, the dispute may be resolved by filing in a court of competent jurisdiction in the State of Maryland. The Parties agree to be subject to the exclusive jurisdiction of the courts of the State of Maryland in actions that may arise under this Subcontract. This Section shall not be read as to preclude any remedies available to either Party in equity for a breach or threatened breach of Section 10.

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16.2. Disputes Under the Prime Contract or Task Order: Unless otherwise indicated in the Prime Contract or Task Order, the Disputes Clause of the Federal Acquisition Regulations (“FAR”) § 52.233-1, Disputes, shall govern all disputes between Subcontractor and Contractor relating to any Client decisions, direction or other action that affects this Subcontract and/or the Subcontractor (“Dispute”). In the case such a Dispute arises, the following procedures and limitations shall apply:

16.2.1.	Subcontractor will prepare the necessary documentation in order to allow the Dispute to be submitted to the Client, as required by the Federal Acquisition Regulations, including all necessary certifications. To the extent that Contractor is required by the Contract Disputes Act or otherwise to provide a certification as to a Subcontractor Dispute, Subcontractor shall make available to Contractor all required documentation necessary to allow Contractor to execute the required certification.
16.2.2.	Contractor will submit the Dispute to the Client’s Contracting Officer under the Prime Contract or the Task Order, as applicable. Contractor will forward to Subcontractor the Contracting Officer’s Final Decision (“COFD”) within fifteen (15) days of receipt by Contractor. The COFD will be final and binding upon Subcontractor unless appealed pursuant to the Disputes Clause of the Prime Contract, and the decision whether to appeal shall be determined by Contractor at its sole discretion.
16.2.3.	Contractor will notify Subcontractor of its decision whether to appeal a COFD relating to a Subcontractor Dispute within twenty (20) days of Contractor’s receipt of the COFD. If Contractor decides to appeal a COFD relating to a Subcontractor Dispute, Subcontractor will provide Contractor all reasonable assistance and documentation in pursuing such an appeal, and Subcontractor shall be responsible for all costs and expenses incurred by Contractor in sponsoring such appeal.

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16.3. Unless directed or permitted by Contractor or Client to do so, it shall be a material breach of this Subcontract for Subcontractor to stop work in the event of a Dispute, except in the event that Contractor has materially breached this Subcontract and such breach has not been cured within thirty (30) days after Subcontractor’s provision of written notice to Contractor of the breach. Such notice shall contain a detailed description of the breach and documented support of Subcontractor’s contention.

17. CONFLICT OF INTEREST: A “Conflict of Interest” may exist whenever there are circumstances that may bias a Subcontractor’s judgment, give rise to an unfair competitive advantage, or impair objectivity. Without limitation, such circumstances may exist when a Subcontractor obtains Confidential information from a government official without proper authorization, has access to source selection information, or where there are any current or prior relationships or activities between the Subcontractor, its officers and employees, and any other entity, or that entity’s officers and employees, which may create a financial, non objective, or personal or imputed interest, on the part of Subcontractor, relative to this Subcontract. The term “Conflict of Interest” includes all circumstances that have the appearance of, the potential to, or may actually render Subcontractor unable to provide the Contractor or Client with objective, impartial, and unimpaired assistance, products, service, or advice when performing under this Subcontract.

17.1.

No Existing Conflicts: Subcontractor represents and warrants that to the best of its knowledge and belief, no actual, apparent or potential Conflicts of Interest, or any circumstances, relationships or activities that may give the appearance of being a Conflict of Interest, currently exist.

17.2.

Conflict Avoidance: Subcontractor expressly agrees that, during the term of this Subcontract and any anticipated extensions or option periods, if applicable, it shall act so as to avoid any Conflict of Interest or the appearance of a Conflict of Interest, with respect to this Subcontract, the Prime Contract and Task Order, and shall not solicit any business or execute any agreements with third parties that would create a Conflict of Interest. Thus, as a material obligation hereunder, Subcontractor agrees that it will not, during the term of this Agreement, form a relationship that results in an Conflict of Interest.

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17.3.

Required Disclosure: Subcontractor expressly agrees to promptly and completely disclose to Contractor, in writing, the details of any Conflict of Interest or any circumstances that may give rise to or the appearance of being a Conflict of Interest, or a potential Conflict of Interest, along with an explanation and a mitigation plan (collectively, “Mitigation Plan”), prior to the execution of this Subcontract, and at any time a Conflict of Interest arises or is discovered throughout the period of performance of this Subcontract. Subcontractor’s duty to notify Contractor of such Conflicts of Interest and provide a detailed Mitigation Plan shall be ongoing. Subcontractor’s Mitigation Plan shall include all relevant facts and details regarding the Conflict of Interest and the surrounding circumstances, a description of the actions that the Subcontractor has or proposes to take, to avoid, mitigate, or neutralize the Conflict of Interest, and any other such information as may be reasonably required by the Contractor or Client in order to adequately evaluate the situation. Contractor, in its sole discretion, may work with Subcontractor to mitigate such Conflicts of Interest, where possible, or may terminate this Subcontract, in whole or in part, without penalty or any further obligation to Subcontractor, except for those obligations that survive termination under Section 17.18, in accordance with Section 8, above.

17.4.

Contractor Discretion: If Contractor discovers that Subcontractor has failed to disclose any Conflicts of Interest either prior to the execution of this Subcontract or throughout the life of the Subcontract, or has acted in a manner so as to create a Conflict of Interest, Contractor may terminate this Subcontract for cause in accordance with Section 8.1, above, without being required to observe any otherwise applicable “cure” period and may pursue any remedies Contractor may have at law or in equity.

18. CLOSEOUT: Upon completion of the Subcontract, whether by the expiration of the period of performance, as extended pursuant to Article 4 above, or by termination of the Subcontract for cause or convenience, Subcontractor shall return to Contractor with all deliverables and Work Product created under the Subcontract, all documents and property relating to the Subcontract, the Prime Contract and/or the Task Order, including, but not limited to, all hardware, software, data, written materials, recorded material, and all copies, abstracts or summaries of such information. If requested by Contractor, Subcontractor will execute required closeout documents at the conclusion of this Subcontract and shall submit a final invoice as required by Section 6, above.

19. MISCELLANEOUS:

19.1.

Inconsistent Terms: To the extent that any provision of this Subcontract is inconsistent with any provision of the Prime Contract and/or Task Order, including all incorporated FAR clauses and/or other incorporated clauses, the Subcontract provision shall govern and supersede such inconsistent provision of the Prime Contract and/or the Task Order. The pertinent portions of the Prime Contract and the Task Order are attached hereto as Exhibit A and Exhibit B, respectively, and are incorporated in their entirety as if fully and correctly set forth herein.

19.2.

Sub-subcontractors to be Bound: Subcontractor shall bind all lower-tier subcontractors, suppliers and other third parties with which it contracts to perform under the scope of Subcontractor’s Work to the performance obligations that Subcontractor assumes toward Contractor. Subcontractor hereby expressly agrees to be primarily liable to Contractor for all acts or omissions of any and all of its Subcontractors or Consultants used in the performance of this Subcontract in any way.

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19.3.	Assignment: Subcontractor will not sell, assign, subcontract, transfer, or set over this Subcontract or any part thereof or interest therein, or assign any monies due hereunder, without the written consent of Contractor. Any part of the Work provided for herein which may be subcontracted by Subcontractor shall be by written agreement only, upon the same form of agreement as this Subcontract, and shall be subject to the approval of the Contractor, which approval shall not be unreasonably withheld.
19.4.	Entire Agreement: This Subcontract constitutes the entire agreement of the parties and all prior representations and communications, whether written or oral, are deemed to be merged herein. No modification to this Subcontract shall be binding unless made in writing signed by authorized representatives of both parties. No oral statement of any person shall in any manner or degree shall modify or otherwise affect the terms of this Subcontract. All Contract Documents, Exhibits, attachments and addenda hereto, if any, constitute an integral part of this Subcontract.
19.5.	Governing Law: This Subcontract shall be interpreted in accordance with Federal Government contract law, and, where such law is not applicable, with the laws of the State of Maryland without regard to choice of law rules.
19.6.	Attorneys’ Fees: In the event suit is brought to enforce or interpret any part of this Subcontract, the prevailing party shall be entitled to recover as an element of the costs of suit, and not as damages, reasonable attorneys’ fees to be fixed by the Court.
19.7.	Severability: If any provision of this Subcontract is held invalid by a court of competent jurisdiction, such provision shall be deemed to be severed from this Subcontract and, to the extent possible, this Subcontract shall continue without effect to the remaining provisions.
19.8.	Waiver: It is further agreed that no waiver by either party of any breach of or default under any term or condition in this Subcontract shall operate as a subsequent waiver of such term or condition, or of any subsequent breach or default of such term or condition or any other term or condition hereof. No waiver of any provision of this Subcontract shall be effective unless made in a writing signed by the party against whom such waiver is sought to be enforced.

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19.9.	Remedies not Exclusive: All rights conferred under this Subcontract or by any other instrument or law will be cumulative and may be exercised singularly or concurrently.
19.10.	Independent Contractor: Subcontractor acknowledges that for the purposes of this Subcontract, Subcontractor is an independent contractor and shall not be deemed or claim to be an employee of Contractor. In no way shall the terms of this Agreement create a joint employment relationship. The responsibility for compliance with labor and employment laws rests with the Subcontractor. Subcontractor is solely responsible for all control over its own employees, including, without limitation, hiring and termination of employees, supervision and control over employee schedules and work conditions, determination of employee pay rates and method of payment, and maintenance of employment records for all employees. The method of payment by Contractor to Subcontractor is not intended to, and shall not affect Subcontractor’s duty and discretion to determine the means of paying its own employees. Subcontractor assumes exclusive liability for all excises, sales, use or similar taxes applicable to any materials, supplies, equipment or tools, which Subcontractor buys, rents, leases, uses or consumes in conjunction with the performance of the this Subcontract. In no event shall Contractor be liable for taxes based on Subcontractor’s revenue, net income, payroll or franchise.
19.11.	Non-Solicitation: Contractor and Subcontractor agree not to knowingly solicit for employment the employees of the other party involved in the performance of this Subcontract for a period of one year from the termination of the Subcontract. This provision shall not preclude employees of either party from independently pursuing employment opportunities with the other party, whether on their own or in response to general solicitations, including but not limited to job postings published in newspapers, trade publications/tradeshows and/or websites.
19.12.	Limitation on Liability: Except for a breach of Sections 9, 10, or 11, in no event shall either party be liable for any incidental, special, or consequential damages whatsoever, including, but not limited to, lost profits or interruption of business damages, related to the Work under this Subcontract, regardless of any notice or knowledge of the possibility of such damages. The limitations of this Section shall not apply to Section 7, Indemnification.
19.13.	Liens: Subcontractor hereby waives and relinquishes its right to file or record any lien which is in any way related to its Work under this Subcontract. Subcontractor further agrees that it will include language in all agreements with subcontractors and/or suppliers requiring that such sub-subcontractor and/or supplier waive their lien rights relative to the Work under the Subcontract.

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19.14. Insurance: Subcontractor warrants that it has, or agrees to obtain, within five (5) business days upon execution of this Subcontract, insurance in the coverages and amounts specified below for the entire Period of Performance, including all extensions thereof:

19.14.1.	Workers’ Compensation Insurance (including a stop gap endorsement and all states endorsement): $500,000 per accident;
19.14.2.	Employer’s Liability Insurance (which shall not contain an occupational disease exclusion): $500,000 combined single limit per accident for bodily injury and property damage;
19.14.3.	Comprehensive General Liability Insurance: $500,000 combined single limit per accident for bodily injury and property damage;
19.14.4.	Comprehensive Automobile Liability Insurance for owned, hired or non-owned vehicles used in performance under this Agreement: $500,000 combined single limit per accident for bodily injury and property damage;
19.14.5.	Professional Liability Errors and Omissions Insurance: $1,000,000 combined single limit per accident for bodily injury and death; $1,000,000 annually, in the aggregate, under a combined single limit.
19.14.6.	Cyber Liability Insurance: $1,000,000 per claim.

Subcontractor further agrees to provide Contractor with a certificate of insurance, evidencing Subcontractor’s coverage, within ten (10) business days upon execution of this Subcontract and at any time upon request from Contractor. Such certificate shall name Contractor as an additional insured.

19.15.

Compliance with Laws: Subcontractor agrees that in performing under this Subcontract, Subcontractor and all Subcontractor personnel will comply with all applicable laws, rules, and regulations now or hereafter in effect in all jurisdictions where Subcontractor is to perform the Services or where Contractor or Client is to receive the Services, including without limitation, all laws, rules and regulations contained in the Prime Contract Flowdowns and Task Order Flowdowns, attached hereto as Exhibits A and B, respectively. Subcontractor shall further comply with all applicable federal and state law and regulations, and international requirements.

19.16.

Notices: Any notice given by Contractor or Subcontractor to the other party shall be sent to the following addresses, which may be changed upon written notice to the other party:

IMPAQ International, LLC Page 23 Internal Contract #2537

To Contractor:	To Subcontractor:
Avi Benus, CEO	GUTHRIE REBEL EVP
IMPAQ International, LLC	Precision Opinion
10420 Little Patuxent Parkway, Suite 300	101 Convention Center Drive
Columbia, MD 21044	Las Vegas, NV 89109
abenus@impaqint.com	bba um@precisionopinion.com

Copy to:

IMPAQ International, LLC

Attn: Paul Wright, Legal Director

10420 Little Patuxent Parkway, Suite 300

Columbia, MD 21044 contracts@impaqint.com

19.17. Warranty: Subcontractor warrants and represents that:

19.17.1.	All services performed under this Subcontract will be performed with the standard of a fully qualified professional, be free from defects, including without limitation defects in design and fitness, be merchantable, of first class materials and workmanship, suitable and sufficient for the intended purpose, conform to the requirements of the Subcontract, and be performed in strict compliance with any regulatory or international standards specified in the Statement of Work for this Subcontract. Any services corrected or re-performed will be covered by this warranty. The warranty provided above applies unless a more extensive warranty is specified as in the Prime Contract Flowdown or Task Order Flowdown (Exhibits A and B), or is regularly offered by Subcontractor, in which case the greater warranty shall apply.
19.17.2.	Subcontractor shall use best efforts to complete its assigned Subcontract Scope of Work, attached hereto as Exhibit C, according to the requirements of the Contractor and Client to the extent provided in the Subcontract Scope of Work, and as flowed down to Subcontractor in the Prime Contract Flowdown and/or Task Order Flowdown, attached hereto as Exhibits A and B, respectively, within The Current Funded Subcontract Price, and that it shall use efficient methods and effective cost controls to avoid any cost overruns.
19.17.3.	The Current Funded Subcontract Price is sufficient for Subcontractor to complete the Subcontract Scope of Work.

IMPAQ International, LLC Page 24 Internal Contract #2537

19.18.	Notice of Debarment or Suspension: Subcontractor shall provide immediate notice to Contractor in the event of being suspended, debarred, or declared ineligible by any agency or Department of the U.S. Government, or upon receipt of a notice of proposed debarment from any agency or department of the U.S. Government, during the performance of this Subcontract.
19.19.	Survival of Terms: The following terms shall survive the expiration or termination of this Agreement for any reason: Section 7 (Indemnification); Section 9 (Work Product, Ownership and Use of Information); Section 10 (Confidential and/or Proprietary Information); Section 16 (Disputes); Section 18 (Closeout); Section 19.1 (Inconsistent Terms); Section 19.5 (Governing Law); Section 19.7 (Severability); Section 19.8 (Waiver); Section 19.11 (Non-Solicitation); Section 19.12 (Limitation on Liability); Section 19.13 (Liens); and Section 19.17 (Warranty), and any other provisions, which, by their terms, should reasonably survive termination.
19.20.	Time: Time is of the essence in this Subcontract.
19.21.	Force Majeure: For the purposes of this Agreement, a “Force Majeure Event” means, with respect to a Party, any event or circumstance, regardless of whether it was foreseeable, that is not caused by that Party and not reasonably within the control of that Party, and which occurs despite all reasonable attempts to avoid, mitigate or remedy, and which prevents a Party wholly or partly unable to perform its obligations under this Agreement, such as acts of God, war, riots, civil insurrections, cyclones, hurricanes, floods, fires, explosions, earthquakes, lightning, storms, chemical contamination, epidemics or plagues, acts or campaigns of terrorism or sabotage, blockades, embargoes, accidents or interruptions to transportation, trade restrictions, acts of any Governmental Authority after the date of this Agreement, strikes and other labor difficulties, and other events or circumstances beyond the reasonable control of such Party, except that a Force Majeure Event will not include any a strike or other labor unrest that affects only one Party, an increase in prices, or a change of law, or any act, event, cause or occurrence which is the result of a Party’s own financial condition or negligence. If a Force Majeure Event occurs:

19.21.1. The Party that is prevented by the Force Majeure Event from performing under this Agreement (the “Nonperforming party”) shall promptly notify the other party of occurrence of that Force Majeure Event, its nature and effect on performance, and the expected duration. Thereafter the Nonperforming Party shall update that information as reasonably necessary. If such notice is not in writing, the Nonperforming Party will confirm the notice in writing as soon as practicable.

IMPAQ International, LLC Page 25 Internal Contract #2537

19.21.2.	The Nonperforming Party will be excused from performing the obligations from which it is prevented from performing, from the inception of any such inability until it is corrected, but not longer, and on condition that it complies with all obligations so far as they are unaffected by the Force Majeure Event.
19.21.3.	During a Force Majeure Event, the Nonperforming Party shall use reasonable efforts to (a) limit damages to the other Party; (b) correct such inability to perform to the extent it may be corrected through the exercise of reasonable diligence and (c) resume performance under this Agreement as soon as is reasonably possible.

20.       INCORPORATED AND FLOWDOWN PROVISIONS: Subcontractor acknowledges that the Scope of Work provided for in this Subcontract is subject to the terms of the Prime Contract between Contractor and Client and the related Task Order. The clauses identified by reference and/or full text in the Prime Contract and Task Order, attached hereto as Exhibits A and B, respectively, flow down and are explicitly incorporated into this Subcontract as if fully and correctly set forth herein. Those clauses that are identified and incorporated by reference, only, apply as if they had been included in full text. Subcontractor recognizes that some portions of the clauses incorporated by reference or full text into the Subcontract may not be applicable to Subcontractor or to the Subcontract.

When interpreting the meaning of the flowdown clauses attached hereto, including, without limitation, the obligations of a Business Associate, unless the context of the clause clearly requires otherwise, the term “Contractor” and the equivalent shall mean Subcontractor, the term “Contract” and the equivalent shall mean this Agreement, and the terms “Government”, “ordering activity”, and the specific agency or Client identified in this Subcontract; and “Contracting Officer”, and equivalent terms or phrases, shall mean IMPAQ International, LLC and IMPAQ’s Contracting Representative, hereby identified as Paul Wright (previously identified in paragraph 18.15, “Notices”), respectively.

21.       ORDER OF PRECEDENCE: In the event of ambiguity, or a direct conflict of terms between this Subcontract and the Prime Contract Flowdowns and Task Order Flowdowns, attached hereto as Exhibits A and B, respectively, this Subcontract controls. The order of precedence is as follows: This Subcontract, Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit E, and Exhibit F, if included.

NOW, THEREFORE, the parties hereto have entered into this Subcontract effective as of the date first appearing above.

[Signatures will Appear on the Next Page]

IMPAQ International, LLC Page 26 Internal Contract #2537

IMPAQ International, LLC		Precision Opinion, Inc.
(“Contractor”)		(“Subcontractor”)
By:	/s/ Avi Benus	By:	/s/ Guthrie Rebel
Name:	Avi Benus	Name:	Guthrie Rebel
Title:	CEO	Title:	EVP
Date:	4/6/2017	Date:	4/4/17

IMPAQ International, LLC Page 27 Internal Contract #2537

EXHIBITC

SUBCONTRACT SCOPE OF WORK

NATIONAL IMPLEMENTATION OF MEDICARE CAHPS FEE-FOR-SERVICE SURVEY
SUBCONTRACT SCOPE OF WORK

Project Setup and Management Component

The project setup and management component includes fixed tasks required to prepare for field operations, receive and process sample information, provide for data security and the protection of respondent confidentiality, prepare datasets of survey results and sample dispositions and transmit these to IMPAQ, participate in internal team status meetings, and respond to occasional ad hoc requests. These setup and management tasks would be independent of the size of the sample and the amount of the field data collection requirements and would be fixed in scope.

Task 1: Maintain Confidentiality Procedures. Confidentiality shall be maintained in a secure manner including storing data electronically in a FISMA enclave with DFA and limiting the number of staff with access to the data. For data obtained in hard copy, data should be kept in a secure location with access restricted to authorized staff. Confidentiality agreements with all staff are to be obtained.

Task 2: Develop and Implement Data Security Procedures. The subcontractor shall develop and implement procedures to ensure the secure and confidential storage of all Medicare CAHPS data files. As noted above, the subcontractor shall put in place all paperwork, including appropriate Data Use Agreements and any other data security documents required to obtain access to and assure confidentiality of all person-level information of persons with Medicare in the survey samples and data files preparation processes. All data collection procedures and data storage shall also comply with all Health Insurance Portability and Accountability Act (HIPAA) requirements of the Federal government. Additional information on the HIPAA regulations can be found at: http://www.hhs.gov/ocr/hipaa/.

Task 3: Program CATI for Telephone Interviews. The follow-up telephone survey shall be conducted through the use of a Computer Assisted Telephone Instrument (CATI) using Voxco Command Center. IMPAQ will provide the questionnaire programming files and a final specification document for testing. The subcontractor shall set up and test the programming provided by IMPAQ. The CATI instrument and telephone follow-up shall be prepared and conducted in both English and Spanish languages. We estimate that the Medicare FFS CAHPS survey will include approximately 69 questions (a total of 90 items).

Task 4a: Receive Sample Files. Subcontractor will conduct CATI interviews with a sample of non-respondents to the mail survey. IMPAQ will provide all sample files. IMPAQ will arrange for the subcontractor to receive the sample file via a secure transfer mechanism. Upon receipt, the subcontractor will inspect the file and perform appropriate quality control processes. The subcontractor will be responsible for loading the telephone sample into their CATI software and sample management system. Daily, IMPAQ will provide additional files of late-arriving mail responders, and the subcontractor will cease calling attempts on these numbers.

Task 4b: Daily File Delivery. Subcontractor will deliver daily files of cumulative survey results as well as IDs for all records that have reached a final disposition. IMPAQ will arrange for the subcontractor to transmit these files via a secure transfer mechanism.

IMPAQ International, LLC FFS CAHPS Survey - SOW Page 1

Task 5: Prepare Training Materials for Telephone Interviewers. The subcontractor will work closely with IMPAQ to prepare and implement training for all telephone interviewers with electronic materials provided by IMPAQ. IMPAQ staff will attend and conduct training with subcontractor on April 10-11 with the expectation that additional trainings will continue as needed and be concluded no later than April 17. IMPAQ staff will lead the general project training, questionnaire review, and HIPAA training. The subcontractor will be responsible for leading training on the CATI system, interviewing techniques, refusal avoidance and conversion, and other procedural issues.

Task 6: Deliver Final Results. At the conclusion of the field period, subcontractor will prepare a final clean dataset of collected cases in a mutually agreeable format and provide this dataset to IMPAQ via a secure transfer mechanism. Additionally, subcontractor will provide the complete calling record file showing all call attempts to each number in the original sample with a call disposition code assigned.

Task 7: Participate in Internal Status Meetings and Respond to AdHoc Requests. During the startup period as well as the telephone follow-up field period, subcontractor will participate in periodic internal team conference calls to monitor project status. Additionally, subcontractor will respond to occasional reasonable requests from IMPAQ for information related to specific respondents, current field status, and clarification of processes.

Field Data Collection Component

The field data collection component includes those tasks related to conducting telephone survey operations, exclusive of the fixed setup and management tasks. Resource requirements for this component would be directly related to the size of the initial sample.

Task 8a: Conduct Telephone Interviews. We expect there will be up to 190,000 cases, dependent of the availability of telephone numbers and IMPAQ’s capacity to retain sample in-house. Outbound calling will begin in April 19 and will last until June 2. Up to two telephone numbers will be provided for each case at the outset and up to 5 call attempts can be made for each individual telephone number. No number shall receive more than 5 call attempts.

Calls should be made from 9am to 12am EST. Approximately 75% of the sample will be in the Eastern and Central time zones. Calls must be conducted in English or Spanish.

Task 8b: Provide Telephone Monitoring and Oversight. Telephone interviewers shall be adequately supervised and monitored throughout the telephone data collection period in order to ensure that they are following established protocols and procedures. The monitoring and evaluation program shall include, but is not limited to the following oversight activities:

● Allowing IMPAQ staff to silently monitor.

● Randomly monitoring 10% interviews through silent monitoring using electronic telephone interviewing system software or an alternative system. This monitoring shall include attempts as well as completed interviews, and be conducted across all interviewers and times of the day.

IMPAQ International, LLC FFS CAHPS Survey - SOW Page 2

EX-10.14

SUBCONTRACT MODIFICATION #1

This agreement, entered into this 8 day of September, 2017,

BY AND BETWEEN:	Precision Opinion, Inc.
	101 Convention Center Drive, Plaza 125,
	Las Vegas, NV 89109
	hereafter “Subcontractor”,
AND:	IMPAQ INTERNATIONAL, LLC
	10420 LITTLE PATUXENT PARKWAY, SUITE 300
	COLUMBIA, MD 21044
	hereafter “Contractor”;
RELATING TO:	IMPAQ Internal Contract No. 2536 (Option Year 1), 2537 (Option Year 2),
	2538 (Option Year 3)
	Prime Contract No. HHSM-500-2011-00013I
	Task Order No. HHSM-500-T0008
	“National Implementation of the Medicare Fee-For-Service CAHPS Survey Data Collection and Data File Preparation”
CHANGES:	The changes listed below shall replace the corresponding sections of the original Subcontract Agreement executed on January 13, 2016 in their entirety, unless otherwise noted.

Change 1: Replace section 3 with the following:

3. SUBCONTRACT PRICE: Subcontractor shall be paid on a firm-fixed-price basis. Contractor agrees to pay Subcontractor for the satisfactory performance of the Subcontract Scope of Work with Subcontractor charges not to exceed $425,000.00 for Prime Contract Option Year 2 (September 30, 2016 through September 29, 2017) and $550,400 for Prime Contract Option Year 3 (September 30, 2017 - September 29, 2018), as determined to be allowable provided under FAR Part 31, et seq. (the “Subcontract Price”), pursuant to the terms and pricing information provided by Subcontractor (“Subcontractor Pricing Information”), attached hereto as Revised Exhibit D and incorporated in its entirety as if fully and correctly set forth herein. In the event of a multi-year period of performance, or where funds are authorized by year, funds are not transferable between years and shall not roll-over from year to year unless explicitly authorized by Contractor in writing.

3.1. As of the Effective Date of this Subcontract, the Client has authorized funding for the scope of work required under this Subcontract in the amount of $975,400.00 for Prime Contract Option Years 2 and 3 of the project (the “Current Funded Subcontract Price”). Upon the Client’s authorization of additional funding, the Current Funded Subcontract Price may be increased accordingly. At no time shall Subcontractor be entitled to payment from Contractor that would cause the aggregate of all payments under this Subcontract to exceed the current Funded Subcontract Price.

Subcontract Modification #1 IMPAQ International, LLC Page 1 IMPAQ Internal Contract No. 2538
Option Year 3 (2538)

Change 2: Replace section 4 with the following:

4. PERIOD OF PERFORMANCE: The period of performance of the Subcontract shall be from the Effective Date of the Agreement through September 29, 2017 for Prime Contract Option Year 2 and September 30, 2017 through September 29, 2018 for Prime Contract Option Year 3, unless terminated as provided by Article 8 of this Subcontract. Subcontractor acknowledges that to the extent the Prime Contract and/or Task Order allows the Client to extend the period of performance of the Task Order for an additional period of time and the Client extends the Task Order period of performance, Contractor has the right, at its sole option, to extend the Period of Performance of this Subcontract accordingly, and any such extension shall be effective upon receipt by Subcontractor of written notice from Contractor. In addition, Contractor and Subcontractor may agree to extend the term of the Subcontract through the execution of a written agreement, which written agreement shall specify a new completion date for the Subcontract.

Change 3: Replace section 6.5 with the following:

6.5. On each of its payment requests, Subcontractor shall include, if applicable, the Task Order number and/or Subtask Order number, the billing code (2537 for Option Year 2 and 2538 for Option Year 3 of this project), the deliverable number, description, submission date and price. The invoice should indicate the current amount billed for each staff member, and the cumulative amount billed to date for each staff member. Subcontractor’s payment requests shall be based on the Subcontractor Pricing Information in Revised Exhibit D, and shall refer to such Subcontractor Pricing Information as required by Contractor in order to allow Contractor to identify the costs requested by Subcontractor.

Change 4: Replace Exhibit C, Subcontract Scope of Work with the Attached, Revised Exhibit C.

Change 5: Replace Exhibit D, Subcontractor Pricing Information with the Attached, Revised Exhibit D.

TERMS:	Other terms and conditions of the Contract remain the same.
COST OF MODIFICATION:	Increase in the amount of Subcontract funding by $550,400.00 for Prime Contract Option Year 3.

(Signatures Appear on the Next Page)

Subcontract Modification #1 IMPAQ International, LLC Page 2 IMPAQ Internal Contract No. 2538
Option Year 3 (2538)

IN WITNESS WHEREOF, the CONTRACTOR and SUBCONTRACTOR, by their representatives duly authorized have executed this agreement as of the day and year last written below.

	PRECISION OPINION INC.
CONTRACTOR:	SUBCONTRACTOR:
	/s/ Guthrie Rebel
Avi Benus, President	Guthrie Rebel, EVP
	9/8/17
(Date)	(Date)

Subcontract Modification #1 IMPAQ International, LLC Page 3 IMPAQ Internal Contract No. 2538
Option Year 3 (2538)

REVISED EXHIBIT C

SUBCONTRACT SCOPE OF WORK

National Implementation of Medicare CAHPS Fee for Service Survey Subcontract Scope of Work for Precision Opinion

This document details the scope of work for Option Year 3 of the National Implementation of Medicare CAHPS Fee-for Service survey for Precision Opinion, under subcontract to IMPAQ International (Task Order No. HHSM-500-T0008). It includes components 1 and 2. The period of performance is September 30, 2017 to September 29, 2018.

COMPONENT 1: PROJECT SETUP AND MANAGEMENT

The project setup and management component includes fixed tasks required to prepare for field operations, receive and process sample information, provide for data security and the protection of respondent confidentiality, prepare datasets of survey results and sample dispositions and transmit these to IMPAQ, participate in internal team status meetings, and respond to occasional ad hoc requests. These setup and management tasks are independent of the size of the sample and the amount of the field data collection requirements and would fixed in scope.

Task 1.1 Maintain Confidentiality Procedures.

Confidentiality shall be maintained in a secure manner including storing data electronically in a FISMA enclave with dual-factor authentication and limiting the number of staff with access to the data. For data obtained in hard copy, data should be kept in a secure location with access restricted to authorized staff. Confidentiality agreements with all staff are to be obtained. The subcontractor will provide IMPAQ with documentation describing their confidentiality procedures and data security processes.

Task 1.2 Develop and Implement Data Security Procedures.

The subcontractor shall develop and implement procedures to ensure the secure and confidential storage of all Medicare CAHPS data files. As noted above, the subcontractor shall put in place all paperwork, including appropriate Data Use Agreements and any other data security documents required to obtain access to and assure confidentiality of all person-level information of persons with Medicare in the survey samples and data files preparation processes. All data collection procedures and data storage shall also comply with all Health Insurance Portability and Accountability Act (HIPAA) requirements of the Federal government. Additional information on the HIPAA regulations can be found at: http://www.hhs.gov/ocr/hipaa/.

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 1

Task 1.3 Program CATI for Telephone Interviews.

The follow-up telephone survey shall be conducted through the use of a Computer Assisted Telephone Instrument (CATI) using Voxco Command Center. IMPAQ will provide the questionnaire programming files and a final specification document for testing. The subcontractor shall set up and test the programming provided by IMPAQ. Subcontractor and IMPAQ will work closely via emails, weekly check-in calls and ad-hoc meetings to finalize all programing.

The CATI instrument and telephone follow-up shall be prepared and conducted in both English and Spanish languages. We (“Contractor”) estimate that the Medicare FFS CAHPS survey will include approximately 69 questions (a total of 90 items). The project should be set up by subcontractor so that the call-out number is masked with the project toll-free telephone number.

Task 1.4 Receive Sample Files.

The subcontractor will conduct CATI interviews with a sample of non-respondents to the mail survey. IMPAQ will provide all sample files. IMPAQ will arrange for the subcontractor to receive the sample file via a secure transfer mechanism. Upon receipt, the subcontractor will inspect the file and perform appropriate quality control processes to ensure smooth upload to their CATI software. The subcontractor will be responsible for loading the telephone sample into their CATI software and sample management system. Daily, IMPAQ will provide additional files of late arriving mail responders, and the subcontractor will cease calling attempts on these numbers.

Task 1.5 Daily File Delivery.

Subcontractor will deliver daily files of cumulative survey results as well as IDs for all records that have reached a final disposition. IMPAQ will arrange for the subcontractor to transmit these files via a secure transfer mechanism.

Task 1.6 Sample and Daily File Test Run

Prior to the start of the survey administration, the subcontractor will participate in a test run of all sample and data processes including, but not limited to, testing the sample file receipt and upload to the subcontractor’s CATI system, completion of mock interviewers to obtain dummy survey data, sample exports of the daily files and survey results files. IMPAQ will review all files and instruct the subcontractor on any necessary revisions. IMPAQ will work closely with the subcontractor to develop a timeline for these activities so that final approval of the processes is given well before the survey fielding date.

Task 1.7 Prepare Training Materials for Telephone Interviewers.

The subcontractor will work closely with IMPAQ to prepare and implement training for all telephone interviewers with electronic materials provided by IMPAQ. IMPAQ staff will attend and conduct training with subcontractor with the expectation that additional trainings will continue as needed and be concluded no later than the start of the outbound CATI phase (dates to be determined by IMPAQ/CMS). IMPAQ staff will lead the general project training, questionnaire review, and HIPAA training. The subcontractor will be responsible for leading training on the CATI system, interviewing techniques, refusal avoidance and conversion, and other procedural issues.

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 2

Task 1.8 Deliver Final Results.

At the conclusion of the field period, subcontractor will prepare a final clean dataset of collected cases in a mutually agreeable format and provide this dataset to IMPAQ via a secure transfer mechanism. Additionally, subcontractor will provide the complete calling record file showing all call attempts to each number in the original sample with a call disposition code assigned.

Task 1.9 Participate in Internal Status Meetings and Respond to AdHoc Requests.

During the startup period as well as the telephone follow-up field period, subcontractor will participate in periodic internal team conference calls to monitor project status. Additionally, subcontractor will respond to occasional reasonable requests from IMPAQ for information related to specific respondents, current field status, and clarification of processes.

COMPONENT 2: FIELD DATA COLLECTION

The field data collection component includes those tasks related to conducting telephone survey operations, exclusive of the fixed setup and management tasks. Resource requirements for this component would be directly related to the size of the initial sample.

Task 2.1a Conduct Telephone Interviews.

We expect there will be up to 190,000 cases, dependent of the availability of telephone numbers and IMPAQ’s capacity to retain sample in-house. We estimate that outbound calling will begin in April 23 and will last until June 8.¹ Up to two telephone numbers will be provided for each case at the outset and up to 5 call attempts can be made for each individual telephone number. No number shall receive more than 5 call attempts. Calls should be made from 9am to 12am EST. Approximately 75% of the sample will be in the Eastern and Central time zones. Calls must be conducted in English or Spanish. Predictive dialing is not permissible for this project.

Contractor anticipates that the Subcontractor shall obtain 10,500 CATI completes. In the event Subcontractor does not obtain at least 10,500 CATI, any such shortage to this number will result in a decrease in the overall contract value by $48.00 per complete. Upon prior written approval by IMPAQ, Subcontractor may exceed the 10,500 CATI completes. Upon an increase in the number of completes obtained in excess of the 10,500, the contract value shall result in an increase of the overall contract value by $48.00 per additional complete.

¹ Please note that the timeframe is approximate. CMS will determine the final timeline after the contract start.

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 3

The subcontractor will provide IMPAQ with access to their reporting portal and provide real-time reporting with the following reports:

● Interviewer productivity report (by day)

● Daily disposition report

● All call breakdown report.

Task 2.1b Provide Telephone Monitoring and Oversight.

Telephone interviewers shall be adequately supervised and monitored throughout the telephone data collection period in order to ensure that they are following established protocols and procedures. The monitoring and evaluation program shall include, but is not limited to the following oversight activities:

●	Allowing IMPAQ staff to silently monitor.
●	Randomly monitoring 10% interviews through silent monitoring using electronic telephone interviewing system software or an alternative system. This monitoring shall include attempts as well as completed interviews, and be conducted across all interviewers and times of the day.
●	Provide a weekly report to IMPAQ with aggregate numbers on
	○	Number of calls monitored
	○	Monitoring metrics as determined by subcontractor
	○	Any problems identified during monitoring and solutions
	○	Other items to be determined through collaboration with IMPAQ.

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 4

FFS CAHPS SURVEY DELIVERABLES ²

Table 1. Precision Deliverables

Option Year 3 - 9/30/17 to 9/29/18
Component 1: Project Management and Setup	Due Date
Task 1.1 Maintain confidentiality procedures	2/28/18
Task 1.2 Develop data security procedures	10/30/18
Task 1.3 Program CATI for telephone interviewers	2/28/18
Task 1.4 Receive sample files	4/23/18
Task 1.5 Daily file delivery	6/8/18
Task 1.6 Sample and daily file test run	3/30/18
Task 1.7 Prepare training materials for telephone interviewers	3/30/18
Task 1.8 Deliver final results	6/11/18
Task 1.9 Internal status meetings and adhoc requests	6/30/18
Component 2: Field Data Collection
Task 2.1a Conduct interviews	6/8/18
Task 2.1b Provide telephone monitoring and oversight	6/8/18

² Dates subject to change based on the final MA&PDP schedule and CMS input.

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 5

PAYMENT SCHEDULE

The subcontractor will submit an invoice at the completion of each task following the payment schedule below. Subcontractor should split Tasks 2.1a and 2.1b across two invoices. The first invoice should include the costs for the CATI completes obtained by the midpoint of the fielding (estimated to be May 11, 2018). The second invoice should include the costs for the remainder of the CATI completes obtained through the end of the fielding (estimated to be June 8, 2018).

Task	Invoice Month	Amount
Task 1.1 Maintain confidentiality procedures	February	$	5,500
Task 1.2 Develop data security procedures	October	$	5,500
Task 1.3 Program CATI for telephone interviewers	February	$	7,100
Task 1.4 Receive sample files	April	$	3,550
Task 1.5 Daily file delivery	June	$	3,550
Task 1.6 Sample file and data file test run	March	$	5,200
Task 1.7 Prepare training materials for telephone interviewers	March	$	4,500
Task 1.8 Deliver final results	June	$	5,300
Task 1.9 Internal status meetings and adhoc requests	July	$	6,200
Task 2.1a Conduct interviews		$	48.00 per complete
Task 2.1b Provide telephone monitoring and oversight
Completes at midway point	May
Remainder of completes	June

IMPAQ International | Precision Opinion OY3 SOW | September 8, 2017 6

EX-10.16

SUBORDINATION AGREEMENT

This Subordination Agreement is made as of March __, 2018 by and among James T. Medick (“Creditor”), and Heritage Bank of Commerce (“Bank”).

Recitals

A. Precision Opinion, Inc. (“Borrower”) has requested and/or obtained certain loans or other credit accommodations from Bank which are or may be from time to time secured by assets and property of Borrower.

B. Creditor has extended loans or other credit accommodations to Borrower, and/or may extend loans or other credit accommodations to Borrower from time to time.

C. In order to induce Bank to extend credit to Borrower and, at any time or from time to time, at Bank’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Borrower, or to extend credit upon any instrument or writing in respect of which Borrower may be liable in any capacity, or to grant such renewals or extensions of any such loan, extension of credit, or other accommodation as Bank may deem advisable, Creditor is willing to subordinate: (i) all of Borrower’s indebtedness and obligations to Creditor, whether presently existing or arising in the future (the “Subordinated Debt”) to all of Borrower’s indebtedness and obligations to Bank (including, without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations); and (ii) all of Creditor’s security interests, if any, to all of Bank’s security interests in the property of Borrower.

Now, Therefore, the Parties Agree as Follows:

1. Creditor subordinates to Bank any security interest or lien that Creditor may have in any property of Borrower. Notwithstanding the respective dates of attachment or perfection of the security interest of Creditor and the security interest of Bank, the security interest of Bank in the accounts, including health care receivables, chattel paper, general intangibles, inventory, equipment, instruments, including promissory notes, deposit accounts, investment property, documents, letter of credit rights, any commercial tort claim of Borrower which is now or hereafter identified by Borrower or Bank, and other property of the Borrower (the “Collateral”), shall at all times be prior to the security interest of Creditor.

2. All Subordinated Debt is subordinated in right of payment to all obligations of Borrower to Bank, now existing or hereafter arising, together with all costs of collecting such obligations (including attorneys’ fees), including, without limitation, all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization or similar proceeding (the “Senior Debt”).

3. Creditor will not demand or receive from Borrower (and Borrower will not pay to Creditor) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will Creditor exercise any remedy with respect to the Collateral or any other collateral securing the Subordinated Debt, nor will Creditor accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Borrower, until such time as (i) the Senior Debt is fully paid in cash, (ii) all of Bank’s obligations owing to Borrower (including any commitment or obligation to lend any further funds to Borrower) have been terminated, and (iii) all financing agreements between Bank and Borrower are terminated. Notwithstanding the foregoing, Creditor may convert the Subordinated Debt into equity securities of the Borrower. Creditor acknowledges that the Senior Debt documents provide certain restrictions on Borrower’s ability to declare, pay or make dividends, distributions or other payments on such equity securities of Borrower or otherwise pay any money or deliver any other securities or consideration to the holder of such equity securities, and Creditor shall not receive any dividends, distributions or other payments on such equity securities , until such time as (i) the Senior Debt is fully paid in cash, (ii) Bank has no commitment or obligation to lend any further funds to Borrower, and (iii) all financing agreements between Bank and Borrower are terminated.

1

4. Creditor shall promptly deliver to Bank in the form received (except for endorsement or assignment by Creditor where required by Bank) for application to the Senior Debt any payment, distribution, security or proceeds received by Creditor with respect to the Subordinated Debt other than in accordance with this Agreement.

5. In the event of Borrower’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, these provisions shall remain in full force and effect, and Bank’s claims against Borrower and the estate of Borrower shall be paid in full before any payment is made to Creditor. For the avoidance of any doubt, Senior Debt includes, without limitation, any of Bank’s claims against Borrower and the estate of Borrower arising from the granting of credit under Section 364 or the use of cash collateral under Section 363 of the United States Bankruptcy Code, and Creditor agrees that it will raise no objection thereto.

6. Until the Senior Debt is fully paid in cash, and all of Bank’s obligations owing to Borrower have been terminated, Creditor agrees that it will not object to or oppose (i) the sale of the Borrower, or (ii) the sale or other disposition of any property of the Borrower, if Bank has consented to such sale of the Borrower or sale or disposition of any property of the Borrower. If requested by Bank, Creditor shall affirmatively consent to such sale or disposition and shall take all necessary actions and execute such documents and instruments as Bank may reasonably request in connection with and to facilitate such sale or disposition. Bank shall have the sole and exclusive right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral except in accordance with the terms of the Senior Debt. Upon written notice from Bank to Creditor of Bank’s agreement to release its lien on all or any portion of the Collateral in connection with the sale, transfer or other disposition thereof by Bank (or by Borrower with consent of Bank), Creditor shall be deemed to have also, automatically and simultaneously, released its lien on such Collateral, and Creditor shall upon written request by Bank, immediately take such action as shall be necessary or appropriate to evidence and confirm such release. All proceeds resulting from any such sale, transfer or other disposition shall be applied first to the Senior Debt until payment in full thereof, with the balance, if any, to the Subordinated Debt, or to any other entitled party. If Creditor fails to release its lien as required hereunder, Creditor hereby appoints Bank as attorney in fact for Creditor with full power of substitution to release such Creditor’s liens as provided hereunder. Such power of attorney being coupled with an interest shall be irrevocable.

7. Until the Senior Debt is fully paid in cash and Bank’s obligations owing to Borrower have been terminated, Creditor irrevocably appoints Bank as Creditor’s attorney in fact, and grants to Bank a power of attorney with full power of substitution, in the name of Creditor or in the name of Bank, for the use and benefit of Bank, without notice to Creditor, to perform at Bank’s option the following acts in any bankruptcy, insolvency or similar proceeding involving Borrower: (i) to file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Creditor if Creditor does not do so prior to 30 days before the expiration of the time to file claims in such proceeding and if Bank elects, in its sole discretion, to file such claim or claims; and (ii) to accept or reject any plan of reorganization or arrangement on behalf of Creditor and to otherwise vote Creditor’s claims in respect of any Subordinated Debt in any manner that Bank deems appropriate for the enforcement of its rights hereunder.

8. Creditor hereby consents to the creation of the Senior Debt, which shall constitute permitted indebtedness under the Subordinated Debt documents, and the granting of the security interest in the Collateral in favor of Bank, which shall constitute a permitted lien under the Subordinated Debt documents. Creditor acknowledges and agrees that Borrower’s performance of all of its obligations under the Senior Debt documents shall not constitute an event of default under the Subordinated Debt documents.

9. Creditor shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement. No amendment of the documents evidencing or relating to the Subordinated Debt shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of the security interest or lien that Creditor may have in any property of Borrower. By way of example, such instruments shall not be amended to (i) increase the rate of interest with respect to the Subordinated Debt, or (ii) accelerate the payment of the principal or interest or any other portion of the Subordinated Debt.

2

10. This Agreement shall remain effective for so long as Bank has any obligation to make credit extensions to Borrower or Borrower owes any amounts to Bank. If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must be disgorged by Bank for any reason (including, without limitation, the bankruptcy of Borrower), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Creditor shall immediately pay over to Bank all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Creditor, Bank may take such actions with respect to the Senior Debt and the Collateral as Bank, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to Borrower, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt and any Collateral, judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking a deed, assignment or transfer in lieu of foreclosure as to any of the Collateral, and enforcing or failing to enforce any rights against Borrower or any other person. No such action or inaction shall impair or otherwise affect Bank’s rights hereunder. Creditor agrees not to assert against Bank (a) any rights which a guarantor or surety could exercise; but nothing in this Agreement shall constitute Creditor as a guarantor or surety; (b) the right, if any, to require Bank to marshal or otherwise require Bank to proceed to dispose of or foreclose upon any of the Collateral in any manner or order; and (c) any right of subrogation, contribution, reimbursement, or indemnity which it may have against Borrower arising directly or indirectly out of this Agreement. Creditor waives the benefits, if any, of California Civil Code Sections 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433. Pursuant to Section 2856 of the California Civil Code, Creditor waives all rights and defenses that Creditor may have because the Senior Debt may be secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

11. All necessary action on the part of Creditor, its officers, directors, partners, members and shareholders, as applicable, necessary for the authorization of this Agreement and the performance of all obligations of Creditor hereunder has been taken. This Agreement constitutes the legal, valid and binding obligation of Creditor, enforceable against Creditor in accordance with its terms. The execution, delivery and performance of and compliance with this Agreement by Creditor will not (i) result in any material violation or default of any term of any of agreement to which Creditor is bound or (ii) violate any material applicable law, rule or regulation.

12. This Agreement shall bind any successors or assignees of Creditor and shall benefit any successors or assigns of Bank. This Agreement is solely for the benefit of Creditor and Bank and not for the benefit of Borrower or any other party. Creditor further agrees that if Borrower is in the process of refinancing a portion of the Senior Debt with a new lender, and if Bank makes a request of Creditor, Creditor shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement.

13. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws principles. Creditor and Bank submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California. CREDITOR AND BANK WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Agreement or any of the transactions contemplated herein shall be settled by reference to a mutually acceptable judge, sitting without a jury, pursuant to California Code of Civil Procedure Section 638 et seq. held in Santa Clara, California.

14. This Agreement may be amended only by written instrument signed by Creditor and Bank. Notwithstanding the foregoing, any party that purchases notes evidencing Subordinated Debt in accordance with the provisions set forth in the Subordinated Debt documents after the date hereof shall execute and deliver a counterpart signature page to this Agreement and become a party to this Agreement as Creditor hereunder, pursuant to this paragraph.

15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

16. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Creditor is not relying on any representations by Bank or Borrower in entering into this Agreement, and Creditor has kept and will continue to keep itself fully apprised of the financial and other condition of Borrower.

17. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in such action.

[signature pages follow]

3

In Witness Whereof, the undersigned have executed this Agreement as of the date first above written.

“Bank”

Heritage Bank of Commerce

By:

Name:

Title:

“Creditor”
By:
	James T. Medick

The undersigned acknowledges and agrees to the terms of this Agreement.

“Borrower”

Precision Opinion, Inc.

By:

Name:

Title:

EX-10.17

FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

This FIRST Amendment to Loan and Security Agreement is entered into as of March __, 2018 (the “Amendment”), by and between HERITAGE BANK OF COMMERCE (“Bank”), and PRECISION OPINION, INC. (“Borrower”).

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 13, 2017, as amended from time to time (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Borrower acknowledges that there are existing and uncured Events of Default arising from (i) Borrower’s failure to comply with (i) the Asset Coverage Ratio covenant set forth in Section 6.9(b) of the Agreement for the period ended December 31, 2017 and January 31, 2018 and (ii) the EBITDA covenant set forth in Section 6.9(a)(ii) of the Agreement for the period ending December 31, 2017 (collectively, the “Existing Defaults”). Subject to the conditions contained herein and performance by Borrower of all of the terms of the Agreement after the date hereof, Bank waives the Existing Default. Bank does not waive Borrower’s obligations under such section after the date hereof and as amended herein, and Bank does not waive any other failure by Borrower to perform its Obligations under the Loan Documents.

2. Section 3.2(a) is amended and restated in its entirety to read as follows:

(a) timely receipt by Bank of the Advance Request Form as provided in Section 2.1, along with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto;

3. Section 2.3(a)(i) of the Agreement is amended and restated in its entirety to read as follows:

(i) Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate equal to four percent (4.0%) above the Prime Rate.

4. The fourth sentence in Section 2.3(d) is amended and restated in its entirety to read as follows:

Within two Business Days after clearance of any checks, Bank shall credit any amounts paid into the Bancontrol Account first against any amounts outstanding under the Revolving Facility, and then any remaining balance of such amount shall be credited to Borrower’s operating account.

5. The following is added as a new subsection (j) to the end of Section 6.3:

(j) Borrower shall provide to Bank a rolling twelve (12) week cash flow forecast on the Monday of each week.

6. Section 6.9(a) of the Agreement is amended and restated in its entirety to read as follows:

(a) Performance to Plan – EBITDA. Measured on the last day of each quarter, Borrower’s trailing three (3) month EBITDA shall not negatively deviate by more than 25% from Borrower’s projected EBITDA for such period as set forth in Borrower’s Financial Plan, which for 2018 is attached hereto as Exhibit E and set forth below.

Period Ending	Projected trailing 3 month EBITDA		Minimum Required trailing 3 month EBITDA
March 31, 2018	$	282,399	$	211,799
June 30, 2018	$	1,088,871	$	816,653
September 30, 2018	$	668,853	$	501,640
December 31, 2018	$	729,399	$	547,049

7. Section 6.9(b) of the Agreement is amended and restated in its entirety to read as follows:

(b) Asset Coverage Ratio. Borrower shall maintain a minimum ratio of (i) unrestricted cash maintained at Bank plus Eligible Accounts plus Eligible Unbilled Accounts to (ii) all Obligations owing to Bank of at least 1.25 to 1.00, measured on the last day of each month.

8. Exhibit D to the Agreement is replaced in its entirety with the Exhibit D attached hereto.

9. Exhibit E to the Agreement is replaced in its entirety with the Exhibit E attached hereto.

10. On the date hereof Bank has earned a waiver and amendment fee in the amount of $15,000 (the “Waiver Fee”), which Bank has agreed can be paid in two installments, fifty percent (50%) of the Waiver Fee shall be paid on the date hereof, and the remaining fifty percent (50%) shall be paid on the earlier of the date all Credit Extensions are due and payable or are repaid or the thirtieth (30^th) day after the date hereof. Failure to timely pay the Waiver Fee shall constitute an Event of Default to which no cure period automatically applies.

11. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that except as set forth above, no Event of Default has occurred and is continuing.

1 2 . Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.

2

13 . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof. Notwithstanding the foregoing, Borrower shall deliver all original signed documents no later than ten (10) Business Days following the date of execution.

14 . As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Amendment, duly executed by Borrower;

(b) affirmation and amendment to Subordination Agreement executed by Michael France and Guthrie Rebel;

(c) unconditional guaranty executed by James T. Medick;

(d) subordination agreement executed by James T. Medick;

(e) a waiver and amendment fee equal to $15,000, plus an amount equal to all Bank Expenses incurred through the date of this Amendment; and

(f) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

[signature page follows]

3

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

PRECISION OPINION, INC.

By:

Name:

Title:

HERITAGE BANK OF COMMERCE

By:

Name:

Title:

4

Exhibit D

Compliance Certificate

TO:	HERITAGE BANK OF COMMERCE
FROM:	PRECISION OPINION, INC.

The undersigned authorized officer of Precision Opinion, Inc. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant	Required	Complies
Rolling 12 week cash flow forecast	Weekly on Monday	yes
Borrowing Base Certificate	Monthly within 15 days	Yes	No
Inventory listing	Monthly within 15 days	Yes	No
A/R & A/P Agings	Monthly within 15 days	Yes	No
Sales journal	Monthly within 15 days	Yes	No
Collections journal	Monthly within 15 days	Yes	No
Deferred revenue listing (if applicable)	Monthly within 15 days	Yes	No
Monthly financial statements	Monthly within 30 days	Yes	No
Compliance Certificate	Monthly within 30 days	Yes	No
Annual financial statements (CPA Audited)	Annually within 150 days of FYE	Yes	No
Tax returns with Schedules (CPA Prepared)	Annually within 15 days of filing	Yes	No
Annual operating projections approved by board of directors	Annually by January 31 of each year	Yes	No
10K and 10Q	(as applicable)	Yes	No
A/R and Collateral Audit	Initial and semi-annually	Yes	No
IP Notices	As required under Section 6.10	Yes	No

Financial Covenant	Required	Actual	Complies
Trailing 3 month EBITDA – quarterly	Negative deviation ≤ 25% from Financial Plan	$_________%	Yes	No
Minimum Asset Coverage Ratio – monthly	1.25 : 1.00	____ : 1.00	Yes	No

Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	Received by:
Sincerely,		AUTHORIZED SIGNER
	Date:
	Verified:
SIGNATURE		AUTHORIZED SIGNER
	Date:
TITLE
	Compliance Status		Yes                                 No
DATE

2

EXHIBIT E

	2018 Forecast - Precision Opinion
	Jan			Feb			Mar			Apr			May			June			July			Aug			Sept			Oct			Nov			Dec			Full Year
Total Revenue	$	864,613		$	867,925		$	1,192,325		$	2,168,887		$	1,857,468		$	1,624,430		$	1,489,325		$	1,489,325		$	1,689,325		$	1,769,058		$	1,444,058		$	1,344,058		$	17,800,797
Total Direct Costs	$	474,014		$	494,835		$	688,920		$	1,347,854		$	1,172,006		$	948,756		$	879,047		$	932,243		$	1,062,408		$	1,106,117		$	842,515		$	774,718		$	10,723,433
Gross Margin	$	390,599		$	373,090		$	503,405		$	821,034		$	685,461		$	675,673		$	610,278		$	557,082		$	626,917		$	662,941		$	601,543		$	569,340		$	7,077,364
		45.2	%		43.0	%		42.2	%		37.9	%		36.9	%		41.6	%		41.0	%		37.4	%		37.1	%		37.5	%		41.7	%		42.4	%		39.8	%
Overhead Expense
Las Vegas Rent	$	37,966		$	38,000		$	38,000		$	32,900		$	32,900		$	38,000		$	38,000		$	38,000		$	38,000		$	38,000		$	38,000		$	38,000		$	445,766
Storage	$	1,622		$	2,573		$	2,573		$	2,573		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	9,341
Utilities	$	5,000		$	5,000		$	5,000		$	5,000		$	10,000		$	10,000		$	10,000		$	10,000		$	10,000		$	10,000		$	5,000		$	5,000		$	90,000
Repairs/Maintenance	$	7,387		$	2,500		$	3,500		$	4,500		$	7,500		$	15,000		$	15,000		$	15,000		$	5,000		$	5,000		$	5,000		$	5,000		$	90,387
Equipment Rentals	$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	994		$	11,925
Travel & Entertainment	$	4,344		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	97,844
Auto/Bus Expense	$	3,275		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	2,300		$	28,575
Professional Development	$	45		$	-		$	-		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	45,045
Payroll Processing	$	3,545		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	4,500		$	53,045
Medical/Dental Insurance	$	14,820		$	14,750		$	17,500		$	17,500		$	17,500		$	19,000		$	19,000		$	19,000		$	19,000		$	19,000		$	19,000		$	19,000		$	215,070
Liab. Insurance/Workers Comp	$	11,181		$	4,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	75,181
Insurance	$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	6,917		$	83,009
Contrbutions	$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	12,000
Legal Fees	$	2,654		$	6,500		$	3,500		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	5,000		$	57,654
Accounting/Professional	$	-		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	3,500		$	38,500
Consulting	$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	6,000		$	72,000
Advertising/Promotion	$	613		$	2,750		$	5,000		$	5,000		$	7,500		$	7,500		$	7,500		$	7,500		$	7,500		$	7,500		$	7,500		$	7,500		$	73,363
Subscriptions/Dues	$	1,769		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	2,500		$	29,269
Employee Recruiting	$	750		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	1,000		$	11,750
Office Supplies	$	5,279		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	5,500		$	65,779
Posatage/Shipping	$	2,124		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	1,500		$	18,624
Bank Serve Charges	$	720		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	1,200		$	13,920
Nevada Modified Business Tax	$	10,000		$	10,000		$	10,000		$	10,000		$	10,000		$	10,000		$	12,000		$	12,000		$	12,000		$	15,000		$	15,000		$	15,000		$	141,000
Depreciation	$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	29,113		$	349,357
Amortization	$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	41,608		$	499,295
Interest Expense
Heritage Bank Line	$	13,033		$	8,000		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	8,500		$	106,033
Super G Term	$	43,561		$	43,561		$	43,561		$	36,450		$	33,906		$	31,271		$	28,539		$	25,708		$	22,776		$	19,735		$	16,586		$	13,323		$	358,978
Shareholder Notes	$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	8,333		$	100,000
	$	263,652		$	262,100		$	267,600		$	262,888		$	268,271		$	279,736		$	279,004		$	276,173		$	263,241		$	263,200		$	255,051		$	251,788		$	3,192,708
		30.5	%		30.2	%		22.4	%		12.1	%		14.4	%		17.2	%		18.7	%		18.5	%		15.6	%		14.9	%		17.7	%		18.7	%		17.9	%
Overhead Salaries
Management	$	164,519		$	185,967		$	185,967		$	195,967		$	195,967		$	195,967		$	195,967		$	195,967		$	195,967		$	195,967		$	195,967		$	195,967		$	2,300,156
Payroll Taxes	$	15,077		$	18,597		$	18,597		$	19,597		$	19,597		$	19,597		$	19,597		$	19,597		$	19,597		$	19,597		$	19,597		$	19,597		$	228,641
	$	179,596		$	204,564		$	204,564		$	215,564		$	215,564		$	215,564		$	215,564		$	215,564		$	215,564		$	215,564		$	215,564		$	215,564		$	2,528,797
Total Overhead Expense	$	443,248		$	466,664		$	472,164		$	478,452		$	483,835		$	495,300		$	494,568		$	491,737		$	478,805		$	478,764		$	470,615		$	467,352		$	5,721,505
Operating Income	$	(52,649	)	$	(93,573	)	$	31,241		$	342,581		$	201,626		$	180,373		$	115,710		$	65,345		$	148,112		$	184,177		$	130,928		$	101,988		$	1,355,859
		-6.1	%		-10.8	%		2.6	%		15.8	%		10.9	%		11.1	%		7.8	%		4.4	%		8.8	%		10.4	%		9.1	%		7.6	%		7.6	%
EBITDA	$	83,000		$	37,042		$	162,357		$	466,586		$	323,087		$	299,199		$	231,803		$	178,607		$	258,442		$	291,466		$	235,068		$	202,865		$	2,769,522
		9.6	%		4.3	%		13.6	%		21.5	%		17.4	%		18.4	%		15.6	%		12.0	%		15.3	%		16.5	%		16.3	%		15.1	%		15.6	%
T3M EBITDA							$	282,399								$	1,088,871								$	668,853								$	729,399
Required 75%							$	211,799								$	816,653								$	501,640								$	547,049
Allowable Variance							$	70,600								$	272,218								$	167,213								$	182,350

EX-10.18

AFFIRMATION OF AND AMENDMENT TO SUBORDINATION AGREEMENT

THIS AFFIRMATION OF AND AMENDMENT TO SUBORDINATION AGREEMENT is made as of March __, 2018 (the “Affirmation”), by the undersigned creditors (each, a “Creditor”) and Heritage Bank of Commerce (“Lender”).

RECITALS

PRECISION OPINION, INC. (“Borrower”) and Lender are parties to that certain Loan and Security Agreement dated as of September 13, 2017 and as amended from time to time (the “Loan Agreement”). In connection therewith, Lender and Creditors entered into a Subordination Agreement dated as of September 13, 2017 and as amended from time to time (the “Subordination Agreement”). Borrower and Lender are entering into an amendment of the Loan Agreement on or around the date hereof (the “Amendment”), and in connection therewith, each Creditor ratifies and affirms its obligations under the Subordination Agreement, as amended herein.

AGREEMENT

NOW, THEREFORE, each Creditor agrees as follows:

1. Each Creditor consents to the execution, delivery and performance by Borrower of the Amendment and the documents and instruments executed in connection therewith.

2. Notwithstanding anything to the contrary set forth in the Subordination Agreement or otherwise, Creditors shall not demand or receive any payments from Borrower until Borrower has remained in compliance with all of the terms of the Loan Agreement and no Event of Default has occurred for a six consecutive month period.

3. Each Creditor affirms its obligations under its respective Subordination Agreement continues to subordinate all obligations owing by Borrower to such Creditor to all of Borrower’s obligations owing to Lender under the Loan Agreement, as amended by the Amendment or otherwise.

4. Each Creditor continues to subordinate to Lender any security interest or lien that such Creditor may have in any property of Borrower.

5. Unless otherwise defined, capitalized terms in this Affirmation shall have the meaning assigned in the Subordination Agreement.

6. This Affirmation may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Affirmation of and Amendment to Subordination Agreement as of the first date above written.

“Creditors”
By:
	Guthrie Rebel
and
By:
	Michael France
“Bank”
Heritage Bank of Commerce
By:
Name:
Title:

EX-10.19

UNCONDITIONAL GUARANTY

(James T. Medick)

March __, 2018

For and in consideration of the loans by Heritage Bank of Commerce (“Lender”) to Precision Opinion, Inc., a Nevada corporation (“Borrower”), which loans are made pursuant to a Loan and Security Agreement dated as of September 13, 2017 and as amended from time to time, by and between Borrower and Lender (collectively, the “Loan Agreement”), and acknowledging that certain Events of Default have occurred under the Loan Agreement that are continuing as of the date hereof, the undersigned (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Lender and performance by Borrower of the Loan Agreement and any other agreements between Borrower and Lender, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Loan Agreement.

1. If Borrower does not pay any amount or perform its obligations in strict accordance with the Agreements, Guarantor shall immediately pay all amounts due thereunder (including, without limitation, all principal, interest, and fees) and otherwise to proceed to complete the same and satisfy all of Borrower’s obligations under the Agreements.

2. If there is more than one guarantor, the obligations hereunder are joint and several, and whether or not there is more than one guarantor, the obligations hereunder are independent of the obligations of Borrower and any other person or entity, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or whether Borrower be joined in any such action or actions. Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, to the extent permitted by law. Guarantor’s liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of the Agreements.

3. Guarantor authorizes Lender, without notice or demand and without affecting its liability hereunder, from time to time to (a) renew, extend, or otherwise change the terms of the Agreements or any part thereof; (b) take and hold security for the payment of this Guaranty or the Agreements, and exchange, enforce, waive and release any such security; and (c) apply such security and direct the order or manner of sale thereof as Lender in its sole discretion may determine.

4. Guarantor waives any right to require Lender to (a) proceed against Borrower, any guarantor or any other Person; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other remedy in Lender’s power whatsoever. Lender may, at its election, exercise or decline or fail to exercise any right or remedy it may have against Borrower or any security held by Lender, including without limitation the right to foreclose upon any such security by judicial or non-judicial sale, without affecting or impairing in any way the liability of Guarantor hereunder. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower. Guarantor waives any setoff, defense or counterclaim that Borrower may have against Lender. Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until all of the amounts that Borrower owes to Lender have been paid in full, Guarantor shall have no right of subrogation or reimbursement, contribution or other rights against Borrower, and Guarantor waives any right to enforce any remedy that Lender now has or may hereafter have against Borrower. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness. Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of any indebtedness or nonperformance of any obligation of Borrower, warrants to Lender that it will keep so informed, and agrees that absent a request for particular information by Guarantor, Lender shall not have any duty to advise Guarantor of information known to Lender regarding such condition or any such circumstances. Guarantor waives the benefits of California Civil Code sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.

 1

5. Guarantor acknowledges that, to the extent Guarantor has or may have certain rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Lender elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Lender’s election to pursue non-judicial foreclosure. Without limiting the generality of the foregoing, Guarantor waives any and all benefits and defenses under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, to the extent they are applicable.

6. If Borrower becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future provision of the United States Bankruptcy Code, or if such a petition is filed against Borrower, and in any such proceeding some or all of any indebtedness or obligations under the Agreements are terminated or rejected or any obligation of Borrower is modified or abrogated, or if Borrower’s obligations are otherwise avoided for any reason, Guarantor agrees that Guarantor’s liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such action or proceeding had occurred. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment must be returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower, Guarantor, any other guarantor, or otherwise, as though such payment had not been made.

7. Any indebtedness of Borrower now or hereafter held by Guarantor is hereby subordinated to any indebtedness of Borrower to Lender; and such indebtedness of Borrower to Guarantor shall be collected, enforced and received by Guarantor as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower to Lender but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Guarantor subordinates to Lender any security interests, liens or encumbrances now or hereafter securing Borrower’s personal property, and all right, title, security interest, and other interest that Guarantor may have or hereafter acquire in and to Borrower’s personal property. The security interest of Lender in Borrower’s personal property shall be and remain at all times a security interest prior and superior to the security interest of Guarantor in Borrower’s personal property, if any.

8. Guarantor agrees to pay reasonable attorneys’ fees and all other costs and expenses which may be incurred by Lender in the enforcement of this Guaranty. No terms or provisions of this Guaranty may be changed, waived, revoked or amended without Lender’s prior written consent. Should any provision of this Guaranty be determined by a court of competent jurisdiction to be unenforceable, all of the other provisions shall remain effective. This Guaranty, together with any agreements (including without limitation any security agreements or any pledge agreements) executed in connection with this Guaranty, embodies the entire agreement among the parties hereto with respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. There are no conditions to the full effectiveness of this Guaranty. Lender may assign this Guaranty without in any way affecting Guarantor’s liability under it. This Guaranty is binding upon Guarantor and Guarantor’s successors and assigns. This Guaranty shall inure to the benefit of Lender and its successors and assigns. This Guaranty is in addition to the guaranties of any other guarantors and any and all other guaranties of Borrower’s indebtedness or liabilities to Lender.

9. Guarantor represents and warrants to Lender that (i) Guarantor has taken all necessary and appropriate action to authorize the execution, delivery and performance of this Guaranty, (ii) execution, delivery and performance of this Guaranty do not conflict with or result in a breach of or constitute a default under Guarantor’s organizational documents or agreements to which it is party or by which it is bound, and (iii) this Guaranty constitutes a valid and binding obligation, enforceable against Guarantor in accordance with its terms.

10. Guarantor covenants and agrees that at any time and from time to time Guarantor shall execute and deliver such further instruments and take such further action as may reasonably be requested by Lender to affect the purposes of this Guaranty.

11. This Guaranty shall be governed by the laws of the State of California, without regard to conflicts of laws principles. GUARANTOR WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. Guarantor submits to the jurisdiction of the state and federal courts located in Santa Clara County, California for purposes of this Guaranty and the Agreements. If the jury waiver set forth in this Section is not enforceable, then any dispute, controversy or claim arising out of or relating to this Guaranty or any of the transactions contemplated herein shall be settled by judicial reference under California Code of Civil Procedure Section 638 et seq., before a referee sitting without a jury, such referee to be mutually acceptable or, if none, then selected by the Presiding Judge of the California Superior Court for Santa Clara County. This section shall not restrict the exercise of any non-judicial rights or remedies pursuant to applicable law.

 2

12. All payments made by Guarantor hereunder will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any governmental authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, Guarantor agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Guaranty, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein and in the Loan Documents.

13. Each provision of this Guaranty shall be severable from every other provision of this Guaranty for the purpose of determining the legal enforceability of any specific provision. To the extent that any term or provision in this Guaranty are inconsistent with, or prohibited or unenforceable under, any applicable law or regulation, such term or provision will be deemed ineffective only to the extent of such prohibition or unenforceability, and will be deemed modified and applied in a manner consistent with such law or regulation. Any provision of this Guaranty which is deemed unenforceable or invalid in any jurisdiction will not affect the enforceability or validity of the remaining provisions of this Guaranty or the same provision in any other jurisdiction.

14. In the event that any signature to this Guaranty is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original hereof.

[remainder of this page intentionally left blank]

 3

In Witness Whereof, the undersigned Guarantor has executed this Guaranty as of the date set forth above.

James T. Medick

By:

Address:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of _________________	)
	)	ss.
County of _______________	)

On ______________________________ ____, 201___ before me, __________________________________, Notary Public, personally appeared _________________________________,who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

WITNESS my hand and official seal.

Place Notary Seal Above Signature of Notary Public

 4

EX-10.20

THIS BUSINESS LOAN & SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT DEBT AND LIEN SUBORDINATION AGREEMENT (THE “HERITAGE INTERCREDITOR AGREEMENT”) DATED AS OF SEPTEMBER __, 2017, AMONG PRECISION OPINION, INC., HERITAGE BANK OF COMMERCE AND SUPER G CAPITAL, LLC (“LENDER”). LENDER, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE HERITAGE INTERCREDITOR AGREEMENT.

This Business Loan & Security Agreement (“Agreement”), dated as of September __, 2017 (the “Closing Date”), is entered into by the Borrower named below and Super G Capital, LLC, a Delaware limited liability company (“Lender”).

The following chart (“Loan Chart”) sets forth the loan and repayment terms of the Borrower’s obligation:

BORROWER

NAME OF BORROWER	Precision Opinion, Inc.
ADDRESS	101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109-2002
NAME OF PRINCIPAL	James T. Medick

LOAN DETAILS

AMOUNT OF LOAN	$1,250,000
COMMITMENT FEE	$18,750
PAYMENT TO EXISTING LENDERS*	$[__________]
REMAINING DISBURSEMENT AMOUNT	$[__________]
TOTAL INTEREST CHARGE **	$500,000
TOTAL PAYBACK	$1,750,000

PAYMENT SCHEDULE

START DATE FOR PAYMENTS	October 1, 2017
PAYMENT FREQUENCY	Semi-monthly on (i) the first Business Day of each month and (ii) the 15th day of such month (or the first Business Day thereafter if such day is not a Business Day).
NUMBER OF PAYMENTS	36
PAYMENT AMOUNT	The first six (6) payments shall each be in an amount equal to $25,000, and the final thirty (30) payments shall each be in an amount equal to $53,333.33

COLLATERAL

ALL PERSONAL PROPERTY ASSETS	Yes.
PERMITTED ENCUMBRANCES	SEE ADDENDUM 1
CAP ON PURCHASE MONEY DEBT	$200,000

SEE CONDITIONS TO FUNDING ON ADDENDUM 3

SEE ADDITIONAL COVENANTS ON ADDENDUM 4

*	Existing Lender is Wells Fargo Bank, N.A.
**	Does not include any loan Origination and/or Other Processing Fees

RECITALS

WHEREAS, Borrower desires to obtain a loan of money (the “Loan”) from Lender in the amount set forth in the above Loan Chart (the “Loan Chart”) and Lender is willing to make the Loan, but only on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender shall make the Loan on the following terms and conditions:

1. LOAN

1.1 Loan. Lender shall make the Loan to Borrower of the sum designated in the Loan Chart as “Amount of Loan,” subject to the terms and conditions of this Agreement.

1.2 Funding. Lender shall not be obligated to fund the Loan until after all conditions set forth in Addendum 3 have been satisfied or waived in writing by Lender. As soon as all funding conditions have been satisfied or waived in writing by Lender, Lender shall fund the Loan by paying: (a) to Borrower’s existing lenders, as directed by such lender, the amount specified in the Loan Chart as the “Payment to Existing Lenders”; and (b) to Borrower the “Remaining Disbursement Amount” specified in the Loan Chart by making an ACH transfer to Borrower’s account designated on the ACH authorization form (“Borrower’s Account”). Lender shall retain, from the remaining balance of the proceeds of the Loan, an amount equal to the “Commitment Fee” shown on the Loan Chart.

Page 2 of 26

2. PAYMENT TERMS

2.1 Repayment. Borrower shall repay the Loan by paying the Total Payback Amount specified and on the terms set forth in the Loan Chart, subject to the additional terms set forth in this Agreement.

2.2 Prepayment Limitation. Borrower shall be entitled to prepay all (but not less than all) of the Total Payback for the Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total Payback for the Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment.

2.3 Interest. Interest for the Loan is already included in the amount specified in the Loan Chart as Total Payback. Following the occurrence of an Event of Default, an additional interest charge of 5% per annum on the then outstanding Obligations shall be immediately due and owing from the date of the Event of Default until Lender has received the Total Payback set forth in the Loan Chart.

2.4 Late Fee. If any Payment Amount set forth in the Loan Chart is not received in full by Lender as of the applicable due date, and such failure is not cured within three (3) Business Days of the date due, Borrower authorizes Lender, without notice to Borrower, to charge a late charge equal to ten percent (10%) of such Payment Amount then due, or the maximum amount permitted by applicable law, whichever is less (the “Late Fee”), by initiating debit charges to Borrower’s Account. The Late Fee shall apply only to scheduled payments and shall not apply to any lump sum payment due upon acceleration.

2.5 Borrower’s Obligation to Pay Is Not Conditional on Amount of Funds in Borrower’s Account. Borrower’s obligation to repay the Obligations is not dependent upon whether or not there are sufficient funds in the Borrower’s Account, nor is Borrower’s obligation to pay excused if Borrower receives insufficient income to make any payment required under this Agreement. If, for any reason, there are insufficient funds in Borrower’s Account or insufficient income to cover any payment due under this Agreement, or if for any reason Lender is unable to collect on an ACH request to Borrower’s Account, Borrower agrees to immediately make said payment by regular check, cashier’s check, money order or by wire transfer as instructed by Lender. Borrower understands that payments made by any method other than that contemplated by the ACH Authorization may result in a delay in Lender’s receipt of such payment and that Borrower may incur a Late Fee if the payment is received late.

3. SECURITY INTEREST IN COLLATERAL

3.1 Collateral And Loan Security. As security for the payment of the Loan, and all other liabilities and obligations of the Borrower to Lender, now existing or hereafter created, whether under the Loan Documents or otherwise (collectively, the “Obligations”) (as further defined below), Borrower hereby unconditionally grants, assigns, and pledges to Lender a continuing security interest (the “Security Interest”) in all personal property, tangible or intangible, of Borrower whether now owned or hereafter acquired or arising and wherever located, including Borrower’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located: all accounts, all chattel paper, all commercial tort claims, all deposit accounts (including, without limitation, the Borrower’s Account), all documents, all general intangibles (including, without limitation, all payment intangibles, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, software, engineering drawings, service marks, customer lists, goodwill, and all licenses, permits, agreements of any kind or nature pursuant to which Borrower possesses, uses or has authority to possess or use property of others or others possess, use or have authority to possess or use property); all goods (including all equipment, fixtures and inventory), all investment property, securities and all other investment property; supporting obligations; any other contract rights or rights to the payment of money; insurance claims and proceeds; commercial tort claims; all money, all negotiable collateral, all instruments, all books and records, and all supporting obligations and proceeds arising from or relating to any of the foregoing (collectively, the “Collateral”).

Page 3 of 26

3.2 Additional Documents. Borrower shall execute from time to time, upon the request of Lender, such financing statements or other documents as are reasonably required by Lender to perfect or continue the Security Interest described herein.

3.3 Lender Appointed Attorney-In-Fact. Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with full authority in the place and stead of Borrower and in the name of Borrower following the occurrence of an Event of Default which is continuing, so as to permit Lender to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including but not limited to continuing perfection of Lender’s security interest.

3.4 Consent. Borrower consents to the Lender taking any and all steps that Lender deems necessary to ensure that Lender has obtained a valid and perfected security interest in the Collateral. Accordingly, Borrower consents to having Lender file any liens, financing statements, or any other documentation, as required by the California Commercial Code or any other laws, rules, or regulations in order to establish Lender’s Security Interest in the Collateral and/or perfect Lender’s Security Interest.

4. REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Agreement and to make the Loan, Borrower makes the following representations and warranties to Lender, each of which shall be deemed made as of the effective date of this Agreement and shall be continuing until all Obligations arising or related to this Agreement have been paid and performed in full. Any knowledge acquired by Lender shall not diminish its rights to rely upon such representations and warranties:

4.1 Legal Status. Borrower, if a corporation, limited liability company, partnership, trust, or other legal entity, has been duly organized and is validly existing under the laws of its jurisdiction of organization and is qualified to transact business, and has made all filings and is in good standing, in every jurisdiction in which the nature of its business or assets requires such qualification. Borrower has all requisite power and authority to own its properties and conduct its business as presently conducted and as proposed to be conducted and to execute and deliver, and to perform its Obligations under, the Loan Documents.

4.2 No Violation. The execution, delivery and performance by Borrower of the Loan Documents do not violate any provision of law or any provision of Borrower’s formation documents, including, without limitation, articles of incorporation or organization or any operating, partnership or trust agreement, or result in a breach of, or constitute a default under, any agreement, indenture, or other instrument to which Borrower is a party or by which Borrower may be bound.

4.3 Loan For Specific Purposes Only. The proceeds of the Loan shall be used only for the specific business purposes described in the application for the Loan submitted by Borrower to Lender. Without limiting the scope of the immediately preceding sentence. Borrower understands and agrees NOT to use the Loan proceeds for personal, family, or household purposes. Borrower further understands that there are certain important duties imposed upon entities making loans to consumers for personal, family, or household purposes, and certain important rights conferred upon consumers, pursuant to federal or state law and that all of those laws, rules, and regulations concerning consumer loans do NOT apply to the Loan or this Agreement. Borrower hereby confirms that he/she/it has consulted with his/ her/its own attorney, or has had a fair opportunity to consult with an attorney, concerning this matter and that Borrower’s counsel has explained to Borrower and/or Borrower understands that these rules, regulations, and laws concerning consumer loans do not apply to the Loan or this Agreement. Borrower also understands that Lender will be unable to confirm whether Borrower’s actual use of the proceeds of the Loan conforms to the requirements of this section. Borrower agrees that a breach by Borrower of the provisions of this section will not affect Lender’s right to: (i) enforce Borrower’s promise to pay all amounts owed under this Agreement, regardless of Borrower’s actual use of the proceeds of the Loan; or (ii) to use any remedy legally available to Lender, even if that remedy would not have been available had the Loan been made for consumer or personal purposes.

4.4 Authorization. This Agreement has been duly authorized, executed, and delivered by Borrower, and is a legal, valid and binding agreement of Borrower enforceable against Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws effecting creditors’ rights generally and by general principles of equity.

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4.5 Financial Statements. All financial statements and reports that may have been required and have been presented to Lender in conjunction with the Loan, have been prepared in conformity with generally accepted accounting principles consistently applied (“GAAP”), and fairly and accurately present the financial condition and income of Borrower, as of the date given, and none of the foregoing contains any untrue statement of a material fact nor fails to state a material fact required in order to make such financial statements not misleading. Since the date of the last such financial statement, there has been no adverse material change in the financial condition or operations of Borrower.

4.6 Consent and Licenses. No consent, approval or authorization of, or registration or filing with any governmental body or authority, or any other person, firm or entity not a party hereto, is or will be required as a condition to the valid execution, delivery, performance, or enforceability of the Loan Documents, or the transactions contemplated hereby or thereby, or to the conduct of Borrower’s business.

4.7 Litigation. Except as set forth on Schedule 4.7, there is no litigation either pending or, to the best of Borrower’s knowledge, threatened against Borrower before any court or administrative agency, or before any arbitrator, which is reasonably likely to have a material adverse effect on the assets, business, financial conditions or operations of Borrower, or which would prevent or hinder the performance of Borrower’s Obligations under the Loan Documents. Furthermore, Borrower is not in violation of any law and is not the subject of any investigation by a governmental agency that could result in an indictment, criminal filing, or a forfeiture or seizure of any of its/his/her assets;

4.8 Unencumbered Collateral. Borrower has good and marketable title to all of the Collateral and will have good and marketable title to all properties and assets acquired by Borrower hereafter, except for such assets as have been disposed of in the ordinary course of business or equipment no longer used or useful in the conduct of its/his/her business. Except for the security interest granted hereunder and the Permitted Encumbrances if set forth on Addendum 1, Borrower shall be the sole and exclusive owner of the Collateral which is and shall remain free from any and all liens, security interests, encumbrances, claims and interests and no security agreement, financing statement, equivalent security or lien instrument or continuation statement covering any of the Collateral is on file or of record in any public office.

4.9 Tax Returns. Borrower has filed all tax returns that were required to be filed by it and has paid all taxes and assessments which are payable by it, to the extent that the same have become due and payable and before they became delinquent. Borrower does not know of any proposed material tax deficiency or assessment against it or any of its/his/her properties for which adequate provision has not been made on its/his/her books.

4.10 Past Legal Proceedings. Neither Borrower nor any member, principal or shareholder of Borrower has been: (a) the subject of any criminal conviction (excluding traffic misdemeanors); (b) a debtor or alleged debtor in any bankruptcy proceeding, insolvency proceeding or receivership proceeding; (c) subject to liens imposed by any governmental authority; or (d) any restraining order, decree, injunction, or judgment in any proceeding or lawsuit, except for such matters as have been fully disclosed to Lender in writing and expressly consented to by Lender in writing.

4.11 Full Disclosure. All written information furnished by the Borrower, and all written information hereafter furnished by the Borrower, is and shall be true and accurate in all material respects. In the case of projections, the projections will be based on accurate information and reasonable assumptions that the Borrower believes to be true. The term “written” shall have the meaning ascribed to “writings” under section 250 of the California Evidence Code.

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5. AFFIRMATIVE COVENANTS

Until all Obligations are paid and performed in full, Borrower shall comply with the following covenants:

5.1 Books And Records. Borrower shall at all times keep accurate and complete books, records, and accounts of all of Borrower’s business activities, prepared in accordance with GAAP. Borrower shall permit the Lender, or any persons designated by the Lender, at any reasonable time and from time to time, and without hindrance or delay, to: (a) visit and inspect Borrower’s properties and place(s) of business; (b) inspect, audit and examine Borrower’s books, records, correspondence, and accounts and to make copies or extracts thereof (and Lender may remove any of such records temporarily for the purpose of having such copies made); and (c) discuss with Borrower’s principal officers and independent accountants, Borrower’s business, assets, liabilities, financial condition, results of operations, and business prospects. At Lender’s request, Borrower shall deliver to Lender: (i) schedules of accounts and general intangibles; and (ii) such other information regarding the Collateral as Lender shall request.

5.2 Notices. Borrower shall promptly notify Lender in writing of the occurrence of: (i) any Event of Default or any act or event which, with the giving of notice or the passage of time, or both, would be such an Event of Default; (ii) any legal action, proceeding or investigation threatened or instituted against Borrower, (iii) Borrower’s present or future inability to pay or perform the Obligations under this Agreement or (iv) Borrower’s receipt or knowledge of any finding, ruling, decision or determination, whether partial or complete, with respect to any of the Specified Litigations (and Borrower shall deliver to Lender copies of all material documents received in connection with the same), and (x) Borrower’s receipt or knowledge of any material pleading, filing or other document in connection with any of the Specified Litigations (and Borrower shall deliver to Lender copies of all material documents received in connection with the same). If Lender has been notified pursuant to this section, or has knowledge of same from other sources, then at Lender’s request, Borrower shall furnish to Lender a summary of the status of all such actions, proceedings or investigation and provide Lender with such additional information concerning the same as Lender may from time to time request.

5.3 Maintain Business. Borrower shall: (i) maintain in full force and effect all licenses, permits, insurance, authorizations, bonds, franchises, and other rights necessary or desirable to the profitable conduct of Borrower’s business; (ii) continue in, and limit Borrower’s operations to, the same general lines of business as are presently conducted; (iii) comply with all applicable laws, orders, regulations, and ordinances of all governmental authorities; (iv) if a corporation, partnership or limited liability company, shall maintain Borrower’s corporate, partnership or limited liability company existence; and (v) take such actions as are necessary to maintain Borrower’s legal existence, good standing and qualification to do business in each jurisdiction where the failure to do so might have material adverse effect upon the assets, business, prospects, financial condition, or operations of Borrower or Borrower’s ability to repay the Loan or otherwise pay or perform the Obligations.

5.4 Maintain Business Property And Lender’s Collateral. Borrower shall protect and preserve all assets necessary and material to Borrower’s business, including intellectual property, maintain in good working order and condition (subject to ordinary wear and tear) all buildings, equipment and other tangible real and personal property, and from time to time make or cause to be made all renewals, replacements, and additions to such property necessary for the conduct of Borrower’s business. Borrower shall defend the right, title, and interest of Lender in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein. At any time Borrower acquires any assets, tangible or intangible, real or personal, having a fair market value in excess of $25,000, in which a security interest, deed of trust or mortgage is not already granted to or properly perfected by Lender on behalf of Lender, Borrower shall immediately provide notice thereof to Lender and cause to be executed such documents as may be reasonably requested by Lender in order to perfect Lender’s security interest in such Collateral.

5.5 Insurance. Borrower shall keep all of Borrower’s properties, real and personal (including the Collateral), adequately insured at all times with responsible insurance carriers, reasonably acceptable to Lender, against loss or damage by fire and other hazards (so called “All Risk Coverage”). Borrower shall at all times maintain adequate insurance with coverage amounts and with responsible insurance carriers, each acceptable to Lender, against liability on account of damage or claims of damage to persons and properties and under all applicable workers’ compensation laws, and covering such other risks as Lender may reasonably require from time to time. Borrower shall instruct the applicable insurance carrier to have all such insurance policies provide at least thirty (30) days’ notice to Lender prior to cancelation or termination. Lender shall be named as lender loss payee, additional insured or otherwise, as Lender’s interest may appear, as the case may be, under all such policies. Borrower represents that all such insurance coverage is presently in full force and effect and subject to no lapses and defaults. Borrower agrees to deliver copies of all of the foregoing insurance policies to Lender. In the event of any loss or damage to the Collateral, Borrower shall give immediate written notice to Lender and to its insurers of such loss or damage, as applicable, and will promptly file proof of loss with its insurers.

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5.6 Payment of Taxes and Other Obligations; Tax Returns. Borrower shall timely file all required tax returns and pay and discharge all taxes, assessments, and governmental charges or levies imposed upon it or on income or profits or upon property belonging to it prior to the date on which penalties attach thereto and pay and perform all lawful claims, obligations, and debts which, if unpaid, might become a lien or charge upon any asset or property of Borrower, or where the failure to pay or perform might have a material adverse effect upon the assets, business, prospects, financial condition, or operations of Borrower or Borrower’s ability to repay the Loan or otherwise perform Borrower’s obligations under this Agreement, provided that Borrower shall not be required to pay or perform any such tax, assessment, charge, levy, claim, obligation, or debt for which Borrower has obtained a bond or insurance, or for which it has established a reserve in accordance with GAAP and the payment or performance of which is being contested in good faith and by appropriate proceedings which are being reasonably and diligently pursued.

5.7 Comply with Laws. Borrower shall perform and promptly comply, and cause all property of Borrower to be maintained, used and operated in accordance, in each case in all material respects, with all: (i) present and future laws, ordinances, rules, regulations, orders, and requirements (including, without limitation, zoning ordinances, building codes, and environmental laws, and the regulations adopted pursuant thereto, and any other similar applicable federal, state, or local laws, rules, regulations, or ordinances) of every duly constituted governmental or quasi-governmental authority or agency applicable to Borrower or any of Borrower’s properties; (ii) similarly applicable orders, rules, and regulations of any regulatory, licensing, accrediting, insurance underwriting or rating organization, or other body exercising similar functions, to the extent usually complied with by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower operates; and (iii) similarly applicable duties or obligations of any kind imposed under any certificate of occupancy or otherwise by law, covenant, conditions, agreement or easement, public or private.

5.8 Further Assurances. Borrower shall make, execute, and deliver all such additional and further acts, things, deeds, and instruments as Lender may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and ensure Lender its rights under this Agreement.

5.9 Financial Reporting Requirements. Borrower shall deliver to Lender the following, all in form and substance reasonably satisfactory to Lender:

(a) within thirty (30) days after the end of each calendar month, combined management-prepared balance sheets and statements of income and retained earnings and of cash flow of Borrower as of the end of such month and for such month then ended and for the period from the beginning of the then current fiscal year of Borrower to the end of such month, setting forth in comparative form (i) the corresponding figures for the comparable monthly and year-to-date periods in the preceding fiscal year; and (ii) the corresponding figures for such monthly and year-to-date period as reflected in the projected budget for the then-current fiscal year prepared in accordance with GAAP and certified for and on behalf of Borrower by the controller or chief financial officer or other comparable authorized officer of Borrower;

(b) within five (5) Business Days of each of each calendar month, reports of Borrower’s accounts, including collections and sales calculations; and

(c) all annual and quarterly financial statements of Borrower. Quarterly financial statements shall be delivered to Lender no later than thirty (30) days after the end of each fiscal quarter of Borrower; and annual financial statements shall be delivered to Lender as follows: (i) internally-prepared: no later than forty-five (45) days after the fiscal year of Borrower and (ii) audited: no later than one hundred fifty (150) days after the fiscal year-end of Borrower.

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5.10 Disclosure of Employee Benefits. Borrower shall:

(a) Promptly, and no later than ten (10) Business Days after Borrower or any of its/his/her subsidiaries know or have reason to know that an event has occurred relating to the Borrower’s plan requirements under the Employee Retirement Income Security Act of 1974 (“ERISA”) that reasonably could be expected to result in a material adverse change in the Borrower’s financial condition, a written statement of the chief financial officer of such Borrower or subsidiary shall be delivered to Lender describing such ERISA event and any action that is being taking with respect thereto by Borrower or any of its/his/her subsidiaries or Affiliates, and any action taken or threatened by the Internal Revenue Service (“IRS”), the Department of Labor, of the Pension Benefit Guaranty Corporation (“PBGC”). Borrower and its/his/her subsidiaries shall: (i) be deemed to know all facts known by the administrator of any benefit plan of which it is the plan sponsor; (ii) promptly, and no later than three (3) Business Days after the filing thereof with the IRS, deliver to Lender a copy of each funding waiver request filed with respect to any benefit plan and all communications received by Borrower or any of its/his/her subsidiaries or Affiliates; and (iii) promptly, and no later than five (5) Business Days after receipt by Borrower or any of its/his/her subsidiaries of any information that the PBGC has an intention to terminate any benefit plan or to have a trustee appointed to administer a benefit plan, deliver copies of each such notice to Lender.

(b) Cause to be delivered to Lender, upon Lender’s reasonable request, each of the following: (i) a copy of each benefit plan and retiree health plan (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all material written interpretations thereof and material written descriptions thereof that have been distributed to employees or former employees of Borrower or any of its/his/her subsidiaries; (ii) the most recent determination letter issued by the IRS with respect to each benefit plan; (iii) for the three most recent plan years, annual reports on Form 5500 Series required to be filed with any governmental agency for each benefit plan; (iv) all actuarial reports prepared for the last three plan years for each benefit plan; (v) a listing of all multiemployer plans, with the aggregate amount of the most recent annual contributions required to be made by Borrower or any of its/his/her subsidiaries or any of their ERISA affiliates to each such plan and copies of the collective bargaining agreements requiring such contributions; (vi) any information that has been provided to Borrower or any of its/his/her subsidiaries or any of their ERISA affiliates regarding withdrawal liability under any multiemployer plan; and (vii) the aggregate amount of the most recent annual payments made to former employees of Borrower or any of its/his/her subsidiaries under any retiree health plan.

(c) Cause to be delivered to Lender, upon Borrower’s and Lender’s mutual agreement that Lender’s request is reasonable, a copy of each plan not referred to in Section 5.10(b) (or, where any such plan is not in writing, complete description thereof) (and if applicable, related trust agreements or other funding instruments) and all amendments thereto, all material written interpretations thereof and material written descriptions thereof that have been distributed to employees or former employees of Borrower or any of its/his/her subsidiaries.

5.11 Post Closing Matters. Borrower will execute and deliver the documents and take such actions (or cause such actions to be taken by other Persons) as are set forth in the section labeled “Post Closing Deliverables and Covenants” on Addendum 3, in each case, within the time limits specified on Addendum 3 (or such longer period as Lender may agree).

6. NEGATIVE COVENANTS

Until all Obligations have been paid and performed in full, Borrower covenants and agrees that it will NOT, without Lender’s written consent, which may be denied in its sole discretion:

6.1 Additional Encumbrances. Create or suffer to arise any (i) lien, security interest, other charge or encumbrance upon or with respect to any of the Collateral except for the Security Interest and any Permitted Encumbrances, or (ii) grant or agree to any negative pledge that would prohibit securing the Obligations created by this Agreement and any replacement or refinancing thereof with any properties or assets of Borrower. Borrower shall notify Lender promptly in the event that any lien or charge on any Collateral shall be created, asserted, filed, or come into existence in violation of this Section 6.1.

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6.2 Other Advances. Receive any loans, incur any indebtedness for borrowed money or receive any advances or sell any accounts receivable without Lender’s written approval except for the following: (i) the indebtedness set forth on Addendum 2 (“Permitted Indebtedness”) and (ii) indebtedness (other than the Obligations, but including capitalized lease obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, including any refinancing of such Purchase Money Debt (“Purchase Money Debt”), all in the aggregate amount at any time not to exceed the “Cap on Purchase Money Debt” specified in the Loan Chart;

6.3 Disposition of Assets. Sell, lease, assign, transfer, or otherwise dispose of any of Borrower’s rights, title, or interests in and to any of the Collateral, excepting only sales of inventory or dispositions of obsolete equipment or equipment being replaced, in each case in the ordinary course of Borrower’s business;

6.4 No Guaranties or Contingent Obligations. Guaranty, assume, or otherwise become directly or contingently liable for the debt of any other person or organization;

6.5 Limitations on Extensions of Credit. Make any loan or advance or extend any credit other than extension of trade credit in the ordinary course of business;

6.6 No Changes in Business or Name. (a) Make or permit to be made any material change in the character of Borrower’s business, other than to grow the business; (b) change Borrower’s name from that indicated in the public record of Borrower’s jurisdiction of organization without providing at least 30 days’ prior written notice to Lender; (c) change the location of Borrower’s headquarters, executive offices or places of operations without providing at least 30 days’ prior written notice to Lender; or (d) change Borrower’s structure without the written consent of Lender;

6.7 No Amendments/Modifications to Constituent Documents. Permit the amendment, modification, restatement, or other changes to the organizational documents of Borrower including, if applicable, the articles of incorporation or organization, by-laws, or operating partnership agreement, unless Borrower sends Lender the proposed changes to such organizational documents no less than thirty (30) days prior to the effective date thereto;

6.8 No Prepayments of Debt. Prepay any indebtedness for borrowed money to any person or entity other than (a) indebtedness owing to Lender and (b) indebtedness permitted by this Agreement and owing to any lender that has not been subordinated to the Obligations;

6.9 Restricted Payments. (a) Declare or pay or make any form of dividend or distribution other than dividends or distributions to equity holders to meet their tax obligations on income realized by such holders attributable solely to such holders’ investment in Borrower in a timely manner; (b) make any payments of any indebtedness subordinated to the Obligations due Lender or otherwise redeem, repurchase or retire any instrument evidencing such amount, or reduce or terminate any commitment in respect of such indebtedness, in each case except pursuant to the provisions of a subordination agreement acceptable to Lender; provided, however, for the avoidance of doubt, nothing in this Agreement shall prohibit Borrower from making any payments in respect of the Heritage Obligations, except to the extent that such payments are expressly prohibited under the terms and provisions of the Heritage Intercreditor Agreement; or (c) redeem, repurchase, or retire any capital stock or other equity;

6.10 Transactions with Affiliates. (a) Make any loan, advance, extension of credit or non-compensation related payment to any Affiliate of Borrower; or (b) enter into any other transaction, including, without limitation, the purchase, sale, lease, or exchange of property, or the rendering or any service, to or with any Affiliate of Borrower, the terms of which are less favorable to such person than the terms such person would have been able to obtain in a similar transaction between such person and an unrelated third party obtained through arms’ length dealings; provided, however, that Borrower may in any event (x) pay reasonable compensation to any such employee or officer in the ordinary course of Borrower’s business consistent and commensurate with industry custom and practice for the services provided by such person and (y) enter into any transaction with Affiliates so long as all such transactions, either singly or in the aggregate, have a value of no more than $10,000;

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6.11 Deposit Accounts. (a) Close any deposit account of Borrower, including the Borrower’s Account; or (b) open any deposit account of Borrower without first providing Lender with a fully executed deposit account control agreement among Borrower, Lender and the bank where such deposit account is maintained, in form and substance satisfactory to Lender;

6.12 Limitations on Investments. Purchase, own, invest in, or otherwise acquire, directly or indirectly, any equity securities, any interests in any partnership or joint venture (including the creation or capitalization of any subsidiary), evidence of indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other person or entity, or any other investment or interest whatsoever in any other person or entity, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any person or entity other than: (i) the extension of trade credit in the ordinary course of business and consistent with past practices; and (ii) deposits with banks or other financial institutions;

6.13 No Mergers; Equity Issuances. (a) Merge, consolidate, or enter into any similar combination with any other entity or liquidate, windup, or dissolve itself (or suffer any liquidation or dissolution); or (b) issue or sell any of Borrower’s equity securities; or

6.14 No Transactions Prohibited by ERISA; Unfunded Liability. Directly or indirectly

(a) engage in any prohibited transaction which is reasonably likely to result in a civil penalty or excise tax described in sections 406 of ERISA or 4975 of the Internal Revenue Code for which a statutory or class exemption is not available or a private exemption has not been previously obtained from the Department of Labor;

(b) permit to exist with respect to any benefit plan any accumulated funding deficiency (as defined in sections 302 of ERISA and 412 of the Internal Revenue Code, whether or not waived;

(c) fail to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any benefit plan;

(d) terminate any benefit plan where such event would result in any liability of Borrower, any subsidiary of Borrower, or any of their ERISA affiliates under Title IV of ERISA which was not paid in connection with such termination;

(e) fail to make any required contribution or payment to any multiemployer plan;

(f) fail to pay any required installment or any other payment required under section 412 of the Internal Revenue Code on or before the due date for such installment or other payment;

(g) amend a plan resulting in an increase in current liability for the plan year such that Borrower, any subsidiary of Borrower, or any of their ERISA affiliates is required to provide security to such plan under section 401(a)(29) of the Internal Revenue Code; or

(h) withdraw from any multiemployer plan where such withdrawal is reasonably likely to result in any liability of such entity under Title IV of ERISA;

any of which, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on Borrower.

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7. EVENTS OF DEFAULT

The occurrence of one or more of the following events shall constitute an “Event of Default” under this Agreement. Unless expressly provided for in this Section 7, Lender is under no duty to provide Borrower or any other person with any notice for an event to become an Event of Default:

7.1 Borrower shall fail to make any payment of sums due under this Agreement, including any amounts specified in the Loan Chart, within three (3) days of the applicable due date. A failure to pay includes any nonpayment as a result of Lender’s inability for any reason to collect the entire sum due from Borrower’s Account;

7.2 Borrower shall breach any covenant or other obligation under Section 6 hereof or any other Loan Documents;

7.3 Borrower shall breach any covenant, condition, or other obligation contained in this Agreement (other than covenants and obligations described in another subsection of this Section 7), which breach is not cured within fifteen (15) calendar days after the earlier of written notice from Lender or the date on which Borrower had actual knowledge of such breach;

7.4 Any financial statement, representation, warranty or certificate made or furnished by or on behalf of Borrower or any guarantor of this Agreement in connection with this Agreement or any other Loan Document shall be materially false or misleading (including by omission) when made or reaffirmed;

7.5 Borrower or any guarantor of the Obligations shall become insolvent, admit its/his/her insolvency, or shall be unable to pay its/his/her debts as they mature;

7.6 One or more judgments, orders, or decrees for the payment of money, either individually or in an aggregate amount in excess of $50,000, is entered by a court of competent jurisdiction against Borrower or any guarantor of the Obligations and such judgment, order, or decree remains unpaid, undischarged and unbonded;

7.7 (a) Borrower or any guarantor of the Obligations shall make an assignment for the benefit of its/his/her creditors, file a petition in bankruptcy, be the subject of an involuntary bankruptcy petition or be the subject of a pending application, motion, or petition for the appointment of a receiver if such application, motion, or petition is not dismissed with thirty (30) days of its filing, or if a receiver is appointed; or (b) Borrower or any such guarantor by any act or omission shall indicate its/his/her consent to, approval of, or acquiescence in, any application or proceeding or order for relief or the appointment of a custodian, receiver, or any trustee for any substantial part of any of its/his/her properties;

7.8 Borrower or any guarantor of the Obligations shall have received any order, or there shall have been imposed upon it any limitation, of any kind, restricting its/his/her right to do business and/or its/his/her right to free and unencumbered use and operation of any of the Collateral, by any court, administrative body, or other regulatory or judicial authority purporting to have jurisdiction over the business of Borrower or any guarantor of the Obligations or the ownership and/or operation of such Collateral;

7.9 The occurrence of any uninsured loss, theft, damage, or destruction to any material assets (or to a material portion of all assets) of Borrower or any guarantor of the Obligations;

7.10 The actual or attempted revocation or termination of, or limitation or denial of liability under any guaranty of any of the Obligations, this Agreement or any other Loan Document, by Borrower or any guarantor, including any repudiation, purported revocation, or failure by any guarantor of the Obligations to perform such guarantor’s obligations under the applicable guaranty or support agreement in favor of Lender;

7.11 Any federal, state, or local governmental body, instrumentality or agency shall condemn, seize or otherwise appropriate, or take custody and control of all or substantially all of the properties of Borrower or any guarantor of the Obligations, or file a lien or levy an assessment in respect of all, or substantially all, of the properties of Borrower or any guarantor of the Obligations;

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7.12 If Borrower or any guarantor of the Obligations shall dissolve or liquidate, or be dissolved or liquidated, or cease legally to exist, or merge or consolidate, or be merged or consolidated with or into any corporation or entity;

7.13 If Borrower or any guarantor of the Obligations is an individual/sole proprietorship and the owner dies or becomes totally and permanently disabled and is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment (“Disabled”); if Borrower or any guarantor is the settlor of a revocable trust and Borrower dies or is rendered Disabled; if Borrower is a general partnership and the general partner dies or is rendered Disabled; if Borrower or any guarantor of the Obligations is a corporation and any shareholder holding a 10% or more interest in the corporation dies or is rendered Disabled; if Borrower or any guarantor of the Obligations is a limited liability company and any managing member dies or is rendered Disabled, or if any member(s) directly or indirectly controlling 10% or more of the membership interests dies or is rendered Disabled; or if Borrower or any guarantor of the Obligations is any other form of business entity and any person(s) directly or indirectly controlling 10% or more of the ownership interests of such entity dies or is rendered Disabled;

7.14 A default shall occur with respect to an indebtedness for borrowed money (other than the Obligations) of Borrower or any of its subsidiaries in an outstanding principal amount exceeding $100,000 and such default shall continue for more than the period of grace, if any, therein with respect thereof, if the effect thereof (with or without the giving of notice or further lapse of time or both) is to accelerate, or permit the holder of any such indebtedness to accelerate, the maturity any such indebtedness, or any such indebtedness shall be declared due and payable or be required to be paid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or

7.15 Principal (as named in the Loan Chart) and his Affiliates, collectively, shall no longer own, of record and beneficially, voting control of the equity of Borrower.

8. REMEDIES UPON DEFAULT

At any time after any Event of Default, Lender may, without presentment, demand, protest, or further notice of any kind (all of which are hereby expressly waived) and, notwithstanding the provisions contained in any other document or instrument executed or to be executed by Borrower to Lender take any one or more of the following actions:

8.1 Declare all Obligations, including the entire remaining Total Payback Amount, together with all loan costs and expenses and attorneys’ fees, to be immediately due and payable. Lender shall be entitled to immediately enforce payment of all Obligations by any means permitted by law or in equity.

8.2 Notify customers, account debtors or lessees of Borrower that Lender has a Security Interest in the accounts, rights to payment, equipment, chattel paper and general intangibles of Borrower and may collect them directly; Lender may settle or adjust disputes and claims directly with account debtors or payment processor companies or insurance companies for amounts and upon terms that Lender considers advisable, and in such cases, Lender will credit the Obligations under this Agreement with only the net amounts received by Lender, after deducting all reasonable expenses incurred or expended in connection therewith;

8.3 Make such payments and do such acts as Lender considers necessary or reasonable to protect its Security Interest and Collateral. Borrower agrees to assemble the Collateral if Lender so requires, and to make the Collateral available to Lender as Lender may designate at a location which is reasonably convenient to Borrower and Lender. Borrower authorizes Lender to enter the premises where the Collateral is located, take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to the Security Interest (other than the Permitted Encumbrances) and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned or leased premises, Borrower hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies;

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8.4 Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and Borrower’s rights under all licenses and franchise agreements shall inure to Lender’s benefit;

8.5 Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral be present at any such sale. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;

8.6 Give notice of the disposition of the Collateral as follows:

(a) Lender shall give Borrower and each holder of a security interest in the Collateral a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made;

(b) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in this Agreement, at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value.

8.7 Borrower agrees that Lender may obtain the appointment of a receiver or keeper to take possession of all or any portion of the Collateral or to operate same;

8.8 Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Any excess will be promptly returned, subject to the rights of third parties, and/or as provided by law, to Borrower by Lender;

8.9 All payments received by Borrower in respect of the Collateral shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement), and may be held or applied by Lender to the Obligations in such order as Lender may determine;

8.10 File suit for any sums owing or for damages; and

8.11 Exercise any other remedy or right provided in law or in equity or permitted under this Agreement or by the California Uniform Commercial Code.

9. REMEDIES CUMULATIVE

Any and all remedies conferred upon Lender shall be deemed cumulative with, and non-exclusive of any other remedy conferred hereby or by law and/or equity. Lender in the exercise of any one remedy shall not be precluded from the exercise of any other. Lender may exercise any and all rights and remedies available to it concurrently or independently, in such order, as frequently, and at such time or times as Lender may, in its sole discretion, deem expedient.

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10. MISCELLANEOUS

10.1 Power of Attorney. Borrower hereby irrevocably appoints Lender as its or his true and lawful attorney, as the case may be, with full power of substitution, in Lender’s name or in its or his name or otherwise, for Lender’s sole use and benefit, but at Borrower’s cost and expense, without notice to Borrower or any other person, to exercise at any time and from time to:

(a) demand, sue for, collect, receive, and give acquittance for any and all monies due or to become due upon or by virtue thereof;

(b) receive, take, endorse, assign, and deliver any and all checks, notes, drafts, documents, negotiable or non-negotiable instruments, or chattel paper in connection therewith;

(c) settle, compromise, compound, prosecute or defend any action or proceeding, including, without limitation, a foreclosure action, with respect thereto;

(d) extend or modify terms of payment or make any allowance or other adjustment with respect thereto;

(e) notify account debtors of the Security Interest granted hereby and instruct such account debtors that payment of their respective accounts is to be made directly to Lender and take control of any and all such payments or other proceeds of such accounts; or

(f) vote any right or interest with respect to any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated), whether voting or nonvoting, including common stock, preferred stock or any convertible securities.

10.2 Attorneys’ Fees and Costs. Borrower shall pay on demand all of Lender’s attorneys’ fees and costs incurred by Lender in: (a) enforcing this Agreement or any other Loan Document and Lender’s rights in its Collateral; and (b) the collection of any amounts due under this Agreement, whether or not suit is brought. Further, Lender shall be entitled to all attorneys’ fees and costs incurred by Lender in connection with any Bankruptcy proceeding of the Borrower, including any and all attorneys’ fees and costs incurred to preserve, protect, monitor, or realize upon the Obligations and any security for such Obligations. The costs incurred by Lender include but are not limited to appraisal fees, filing fees, audit and inspection fees, and all other out-of-pocket costs and expenses incurred by Lender.

10.3 Waivers.

(a) Borrower hereby waives presentment, demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance herein, and all other demands and notices of any kind or description. With respect to the Obligations and the Collateral, Borrower assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of Collateral, to the addition or release of any person or entity primarily or secondarily liable therefor, to the acceptance of partial payments thereon and the settlement, compromise, or adjustment of any thereof, all in such manner and at such time or times as Lender may deem advisable in its sole and absolute discretion. Lender shall have no duty as to the collection or protection of the Collateral or any income therefrom, as to the preservation of rights against prior parties, or as to the preservation of any rights pertaining to the Collateral beyond the safe custody thereof. Lender may exercise its rights with respect to the Collateral without resorting or regard to any other collateral or sources of payment for liability;

(b) Neither any failure nor any delay on the part of Lender in exercising any right, power, or privilege hereunder or under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Lender shall not be deemed to have waived any of its rights with respect to the Obligations or Collateral hereunder or under any other written document, unless such waiver is in writing and signed by Lender.

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10.4 Monitoring, Recording, and Electronic Communications. In order to ensure a high quality of service for Lender’s customers, Lender may monitor and/or record telephone calls between Borrower and Lender’s employees. Borrower acknowledges that Lender may do so and agrees in advance to any such monitoring or recording of telephone calls. Borrower also agrees that Lender may communicate with Borrower electronically by email.

10.5 No Third-Party Beneficiary. This Agreement is made solely between Borrower and Lender and no other person shall have any right of action hereunder and the parties expressly agree that no person shall be a third-party beneficiary to this Agreement.

10.6 Indemnity. Borrower agrees to indemnify, defend, and hold harmless Lender, its employees, members, directors, managers, officers, or agents from and against any loss, liability, damage, penalty or expense (including attorneys’ fees, expert witness fees, and cost of defense) they may suffer or incur as a result of: (a) any failure by Borrower or any employee, agent or Affiliate of Borrower to comply with the terms of this Agreement or any other legal obligation to Lender; (b) any warranty or representation made by Borrower being false or misleading; (c) any representation or warranty made by Borrower or any employee or agent of Borrower to any third person; (d) negligence of Borrower or its/his/her subcontractors, agents or employees; or (e) any alleged or actual violations by Borrower or its/his/her subcontractors, employees or agents of any governmental laws, regulations or rules.

10.7 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors, and assigns, provided, however, that neither this Agreement nor any rights or Obligations hereunder shall be assignable by Borrower without first obtaining the express written consent of Lender. Lender has no obligation to consent to the Borrower assigning this Agreement. Any purported assignment made in contravention of the forgoing consent shall be void. Lender may assign any part of or all of the Loan and its rights and Obligations hereunder at any time in its sole and absolute discretion without notifying or disclosing to Borrower the assignment of this Agreement. Lender may sell participations in all or any portion of the Loan to such other party or parties as Lender shall select, all without notice or disclosure to Borrower.

10.8 Maximum Interest. If Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the highest lawful rate that is permissible under the law applicable to this Agreement, then any such excess shall be canceled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loan made hereunder or be refunded to Borrower. In determining whether the interest contracted for, charged, or received by Lender exceeds the highest lawful rate, Lender may, to the extent permitted by applicable law: (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout the contemplated term of the Loan hereunder.

10.9 Time Is of the Essence. The Parties hereto expressly acknowledge and agree that time is of the essence and that all deadlines and time periods provided for under this Agreement are ABSOLUTE AND FINAL.

10.10 Notices. Any notices required or permitted to be given pursuant to this Agreement shall be in writing and may be given by personal delivery, email, facsimile, first class mail via the United States Postal Service, postage prepaid, or by any overnight courier by sending said notice to Borrower at the address set forth its signature below or to Lender at the following address:

Super G Capital, LLC

23 Corporate Plaza

Suite 100

Newport Beach, CA 92660

Page 15 of 26

If either party desires to change the address or email and fax numbers to which notices are to be sent, it shall do so in writing and deliver the same to the other party in accordance with the notice provisions set forth above.

10.11 Modifications. This Agreement may not be modified, amended, waived, extended, changed, discharged, or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge, or termination is sought.

10.12 Severability. If any term or provision of this Agreement or the application thereof to any circumstance, shall be invalid, illegal, or unenforceable to any extent, such term or provision shall not invalidate or render unenforceable any other term or provision of this Agreement or the application of such term or provision to any other circumstance then to the extent permitted by law, Borrower and Lender hereto hereby waive any provision of law that renders any term or provision hereof invalid or unenforceable in any respect.

10.13 Definitions. As used herein:

(a) “Affiliate” means (i) any other person or entity which, directly or indirectly, controls or is controlled by or is under common control with Borrower or (ii) any officer, employee, member, manager, shareholder, or director of Borrower; an entity shall be deemed to be “controlled by” any other person or entity if such person or entity possesses, directly or indirectly, power to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such entity whether by contract or otherwise;

(b) “Business Day” means any calendar day other than Saturdays, Sundays and official Federal Holidays;

(c) “EBITDA” shall mean on a consolidated basis for any period with respect to Borrower, the sum of (i) net income (or loss) for such period (excluding non-cash extraordinary gains or non-cash extraordinary losses), plus (ii) all interest expense for such period, plus (iii) all charges against income for such period for federal, state and local taxes, plus (iii) depreciation expenses for such period, plus (iv) amortization expenses for such period.

(d) “Loan Documents” means, collectively, this Agreement and all other documents evidencing, securing or relating to the Obligations or executed in connection herewith, and all amendments and modifications of any of the foregoing.

(e) “Heritage” means Heritage Bank of Commerce.

(f) “Heritage Intercreditor Agreement” means the Debt and Lien Subordination Agreement dated as of the date hereof, by and among Borrowers, Heritage and Lender.

(g) “Heritage Loan Agreement” means that certain Loan and Security Agreement dated as of September __, 2017 between Heritage, as lender and Precision Opinion, Inc., as borrower;

(h) “Heritage Loan Documents” means the Heritage Loan Agreement and all other instruments, agreements and documents executed in connection therewith;

(i) “Heritage Obligations” means all indebtedness, liabilities and obligations now or hereafter owing by Borrowers to Heritage under or in respect of the Heritage Loan Documents;

(j) “Shareholders” means, collectively, Mike France and Gutherie Rebel; and

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(k) “Shareholder Loan” means collectively (i) that certain loan made by Michael France to Borrower in the original principal amount of $800,000, and (ii) that certain loan made by The Rebel Family Trust to Borrower in the original principal amount of $200,000;

(l) “Shareholder Obligations” means all indebtedness, liabilities and obligations owing by Borrower to Michael France and the Rebel Family Trust under or in respect of the documents evidencing the Shareholder Loan, which Shareholder Obligations are unsecured and subordinated in right of payment to the Obligations pursuant to a subordination agreement between the Shareholders and Lender in form and substance satisfactory to Lender.

(m) “Specified Litigations” means, collectively,

(i) Headwaters Litigation:

United States District Court for the District of Colorado

Civil Action No. 1:17-cv-00238-RPM

Headwaters BD, LLC, Plaintiff

v.

Precision Opinion, Inc., Defendant

and

(ii) Universal Litigation:

United States District Court

Southern District of New York

Case No. 1:16-cv-08259-AKH

Universal Survey Center, Inc., Plaintiff/Counter-Defendant

v.

Precision Opinion, Inc., Defendant/Counter-Plaintiff.

11. GOVERNING LAW, FORUM SELECTION, AND CONSENT TO JURISDICTION

This Agreement and each other Loan Document shall be governed by and construed in accordance with the laws of the State of California without reference to its choice of law provisions. Lender and Borrower agree that: (a) all actions or proceedings arising out of or related to this Agreement or any other Loan Document; (b) any written agreements between or related to Lender and Borrower; and (c) all other disputes, regardless of whether arising out of contract or solely a tort, shall be tried and litigated exclusively in the state and federal courts located in Orange County, California in a city to be designated by Lender, or in the City of Los Angeles, State of California. This choice of venue is intended to be mandatory and not permissive, thereby precluding the possibility of litigation between the Lender and Borrower in any jurisdiction other than that specified herein. Borrower hereby waives any right it may have to assert the doctrine of forum non conveniens (or any similar doctrine) or to otherwise raise any objection to venue with respect to any proceeding arising out of or related to this Agreement or any other written agreements between Lender and Borrower.

Lender and/or Borrower irrevocably and unconditionally consent to personal jurisdiction in California and venue in in any action in Orange County, California, in a city to be designated by Lender, or in the City of Los Angeles, State of California. Borrower further stipulates that the state and federal courts located in Orange County, California or the City of Los Angeles, State of California shall have in personam jurisdiction and venue over Borrower for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to: (i) this Agreement; and (ii) all other written agreements between the Borrower and Lender, including, without limitation, petitions to compel the judicial reference and to enforce the statement of decision by the referee.

Any action filed by Borrower or Lender shall be filed in the Los Angeles County Superior Court, Central District or the Federal District Court, Central District of California, located in the City of Los Angeles, or the Federal District Court, Central District of California located in Orange County, California. The judicial reference proceedings shall be conducted in the City of Los Angeles, California or in Orange County, California, in a city to be designated by Lender.

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12. JUDICIAL REFERENCE

12.1 At the request of either Lender or Borrower, any controversy or claim between or amongst Lender and Borrower, regardless of whether the dispute or controversy arises under or is related to this Agreement, shall be determined by a reference in accordance with California Code of Civil Procedure sections 638, et seq. Judgment upon the award rendered by such referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure sections 644 and 645.

12.2 Selection or Appointment of Referee. When Lender and Borrower are involved in any dispute or controversy (the “Reference Parties”), the Reference Parties shall select a single neutral referee who shall be a retired state or federal judge. In the event the Reference Parties cannot agree upon a referee, a single neutral referee shall be appointed by the court in accordance with the procedure set forth in Code of Civil Procedure section 640(b).

12.3 Conduct of Reference. The judicial reference shall be conducted pursuant to California law. The referee shall determine all issues relating to the applicability, interpretation, legality, or enforceability of all agreements. The referee shall report a statement of decision to the court. The Reference Parties shall equally bear the fees and expenses of the referee. The prevailing party shall be entitled to recover the fees and expenses that it/he/she paid to the referee and such fees and expenses shall be awarded in the statement of decision.

12.4 Reference Constitutes a Waiver of the Right to a Jury Trial. Borrower and Lender understand and acknowledge that by agreeing to judicial reference, Borrower and Lender each are hereby knowingly, voluntarily, and intentionally waiving any right (whether arising under the Constitution of the United States, the State of California, or of any other state, or under any foreign jurisdiction, under any statutes regarding or rules of civil procedure applicable in any state or federal or foreign legal proceeding, under common law, or otherwise) to demand or have a trial by jury of any claim, demand, action, or cause of action arising under, relating, or appertaining to: (i) this Agreement; (ii) any written agreements between Lender and Borrower; (iii) any disputes or controversies in any way connected with or related or incidental to the discussions, dealings, or actions between Lender and Borrower (whether oral or written); and (iv) any claims now existing or hereafter arising between Lender and Borrower, whether sounding in contract or tort or otherwise.

Each of the Reference Parties hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by the referee without a jury, and that any of the Reference Parties may file an original counterpart or a copy of this Agreement with any court as written evidence of its waiver of right to trial by jury. The Reference Parties acknowledge and agree that they have received full and sufficient consideration for this provision (and each other provision of each other related document to which they are a party) and that this provision is a material inducement for the Lender in accepting this Agreement. By waiving a jury trial, the Reference Parties intend claims and disputes to be resolved by the referee and/or judge acting without a jury in order to avoid the delays, expense, and risk of mistaken interpretations which each Party acknowledges to be greater with jury trials than with nonjury trials.

12.5 Provisional Remedies, Self-Help And Foreclosure. No provision of this Agreement or written agreements between the Lender and Borrower, will limit the right of Lender to: (a) foreclose against any real property collateral by the exercise of a Power of Sale under a Deed of Trust, Mortgage, or other Security Agreement or Instrument, or applicable law; (b) exercise any rights or remedies as a secured party against any personal property collateral pursuant to the terms of a Security Agreement or Pledge Agreement or applicable law; (c) exercise self-help remedies such as setoff; or (d) obtain provisional or ancillary remedies such as injunctive relief, writs of attachment, writs of possession, or the appointment of a receiver from a court having jurisdiction before, during, or after the pendency of any referral. The institution and maintenance of an action for judicial relief or pursuit of provisional or ancillary remedies or exercise of self-help remedies will not constitute a waiver of the right of any party, including the plaintiff, to submit any dispute to judicial reference.

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13. NO FIDUCIARY RELATIONSHIP

Borrower hereby acknowledges that Lender does not have any fiduciary relationship to Borrower, and the relationship between Lender, on the one hand, and Borrower, on the other hand, is solely that of creditor and debtor and no joint venture exists between Lender and Borrower.

14. RULES OF CONSTRUCTION

Lender and Borrower have participated in the preparation and/or review of this Agreement, and this Agreement shall be deemed the result of the joint efforts of Lender and Borrower. This Agreement has been accepted and approved as to its final form by Lender and Borrower, and upon the advice of their respective counsel. Borrower acknowledges that if Borrower elected not to consult with an attorney before signing this Agreement, Borrower had ample to time to hire an attorney and obtain a review of this Agreement by counsel before signing this Agreement. Accordingly, any uncertainty or ambiguity existing in this Agreement shall not be interpreted against either Lender or Borrower as a result of the manner of the preparation and presentation of this Agreement. Borrower and Lender agree that any statute or rule of construction providing that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement and are hereby waived.

15. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile or scanned email copies reflecting the party’s signature hereto, and any such facsimile copy or scanned email copies shall be sufficient to evidence the signature of such party as if it were an original signature. Any failure by such Borrower or Lender to deliver original counterparts shall not affect the validity or the delivery of this Agreement or any documents in writing between Lender and Borrower.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Lender and Borrower with respect to the subject matter hereof, and supersedes all other agreements, oral or written, between Lender and Borrower with respect to the subject matter. Borrower acknowledges and represents that it/he/she has read this Agreement carefully and that there have been no oral or written statements made to it/him/her by Lender or any other party that contradicts, varies, or would change the meaning of any statements, promises, or agreements set forth in this Agreement. Borrower acknowledges that a failure to review this Agreement before signing it precludes any claim that it does not represent the true and accurate agreement of the Lender and Borrower. No claim of waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be made against any party herein, except upon the basis of a written instrument executed by or on behalf of such party, which written instrument must expressly reference this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

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BORROWER:		LENDER:
PRECISION OPINION, INC.		SUPER G CAPITAL, LLC
By:		By:
Name:	James T. Medick		Marc Cole, Chief Financial Officer
Title:	President
Address:	101 Convention Center Dr., Plaza 125 Las Vegas, NV 89109

[Signature page to Business Loan & Security Agreement]

This Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) (this “Authorization”) is part of (and is fully incorporated herein by reference into) the Business Loan & Security Agreement above (the “Loan Agreement”).

DISBURSEMENT OF LOAN PROCEEDS. By signing below, Borrower authorizes Lender to disburse the Loan proceeds less the amount of any applicable fees and/or debit the account for any fees related to the Loan Agreement upon Loan approval by initiating an ACH credit to the checking account indicated below (or a substitute checking account Borrower later identifies and is acceptable to Lender) (hereinafter referred to as the “Borrower Account”) in the disbursed amount set forth in the Loan Agreement. This Authorization is to remain in full force and effect until Lender has received written notification from Borrower of its termination in such time and in such manner as to afford Lender and Borrower’s depository bank a reasonable opportunity to act on it.

By signing below, Borrower agrees and authorizes Lender to collect payments required under the terms of this Agreement by initiating ACH debit entries to Borrower’s Account in the amounts and on the dates provided in the payment schedule set forth in the Loan Agreement. Borrower authorizes Lender to increase the amount of any scheduled ACH debit entry by the amount of any previously scheduled payment(s) that was not paid as provided in the payment schedule and any unpaid returned payment charges and/or late fees. This Authorization is to remain in full force and effect until Lender has received written notification from Borrower of its termination in such time and in such manner as to afford Lender and Borrower’s depository bank a reasonable opportunity to act on it. Lender may suspend or terminate Borrower’s enrollment in the automatic payment plan effected by this Authorization immediately if Borrower fails to keep Borrower’s Account in good standing or if there are insufficient funds in Borrower’s Account to process any payment. If Borrower revokes this Authorization, Borrower still will be responsible for making timely payments pursuant to the alternative payment methods described in the Loan Agreement.

BUSINESS PURPOSE ACCOUNT. By signing below, Borrower attests that Borrower’s Account was established for business purposes and not for personal, family, or household purposes.

ACCOUNT CHANGES. Borrower agrees to notify Lender promptly if there are any changes to the account and routing numbers of the Borrower Account.

MISCELLANEOUS. Lender is not responsible for any fees charged by Borrower’s bank as the result of credits or debits initiated under this Authorization. The origination of ACH transactions to or from Borrower’s Account must comply with all provisions of applicable law.

BANK INFO

BANK NAME	[●]
ABA ROUTING NO.	[●]
ACCOUNT NO.	[●]1

DATE: September __, 2017
BORROWER:
PRECISION OPINION, INC.
By:
Name:	James T. Medick
Title:	President

Address:

¹ Borrower to provide.

[Signature page to Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits)]

ADDENDUM 1

PERMITTED ENCUMBRANCES

(a)	Liens arising under this Agreement and the other Loan Documents;
(b)	Liens in favor of Heritage pursuant to the Heritage Loan Documents.
(c)	liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its books;
(d)	purchase money liens securing Purchase Money Debt (i) on equipment acquired or held by Borrower incurred for financing the acquisition of the equipment, or (ii) existing on equipment when acquired, in each case if the lien is confined to the equipment and improvements and the proceeds of the equipment;
(e)	liens of carriers, warehousemen, suppliers, landlords or other persons that are possessory in nature arising in the ordinary course of business so long as the amount secured by such liens is not delinquent or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;
(f)	liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business;
(g)	liens incurred in the extension, renewal or refinancing of the indebtedness secured by liens described in clause (c), but any extension, renewal or replacement lien must be limited to the property encumbered by the existing lien and the principal amount of the indebtedness may not increase;
(h)	leases or subleases of real property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses and sublicenses do not prohibit granting Lender a security interest;
(i)	non-exclusive license of intellectual property granted to third parties in the ordinary course of business;
(j)	liens arising from judgments, orders, decrees or attachments in circumstances not constituting an Event of Default under Section 7.6; and
(k)	Easements, rights of way, covenants, restrictions, reservations, exceptions and other similar restrictions and encumbrances or title defects, in each case existing when the property was acquired or incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value or usefulness of the property subject thereto or materially interfere with the ordinary conduct of business of Borrower.

ADDENDUM 2

PERMITTED INDEBTEDNESS

(a)	The Heritage Obligations
(b)	The Shareholder Obligations

ADDENDUM 3

CONDITIONS TO FUNDING

The obligation of Lender to fund the Loan to Borrower is subject to the satisfaction of the following conditions precedent:

1. Borrower shall have delivered to Lender, in form and content acceptable to Lender, fully executed copies of the documents set forth on Exhibit A to this Addendum 3, together with such other documents as may be reasonably required by Lender:

2. Lender shall have completed its business and legal due diligence pertaining to Borrower, its business and assets, with results thereof satisfactory to Lender in its sole discretion.

Exhibit A to Addendum 3

CLOSING CHECKLIST

[See attached]

ADDENDUM 4

ADDITIONAL COVENANTS

1. Borrower shall maintain a minimum ratio of (i) unrestricted cash maintained at Heritage plus Eligible Accounts (as defined in the Heritage Loan Agreement) to (ii) all Obligations (as defined in the Heritage Loan Agreement) owing to Heritage of at least 1.25 to 1.00, measured on the last day of each month.

2. Borrower shall not permit EBITDA for any measurement period set forth below to be less than the corresponding amount set forth below for such measurement period:

Fiscal Quarter ending September 30, 2017	$	250,000
Fiscal Quarter ending December 31, 2017	$	250,000
Fiscal Quarter ending March 31, 2018	$	250,000
Fiscal Quarter ending June 30, 2018	$	250,000

EX-10.21

GUARANTY AND SURETYSHIP AGREEMENT

This Guaranty and Suretyship Agreement (“Guaranty”), dated as of September __, 2017, is made by James T. Medick an individual residing in the State of Nevada (“Medick” and together with each other person joined hereto as a guarantor from time to time, collectively, “Guarantors”, and each individually a “Guarantor”), in favor of Super G Capital, LLC, a Delaware limited liability company (the “Lender”) under that certain Business Loan & Security Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Precision Opinion, Inc. a Nevada corporation (“Precision,” and together with any other borrowers under the Loan Agreement from time to time, collectively or individually as the context may require, the “Borrower”) and Lender. Unless otherwise defined herein, capitalized terms shall have their respective meanings as set forth in the Loan Agreement.

1. Guaranty of Obligations. Guarantors hereby each, jointly and severally guarantee, and become sureties for, the prompt payment and performance of all Obligations. If any Event of Default occurs under the Loan Agreement with respect to the Obligations, Guarantors will severally pay the amount due to Lender by the procedures set forth in this Guaranty.

2. Nature of Guaranty; Waivers. This is a guaranty of payment and not of collection and Lender shall not be required, as a condition of Guarantors’ liability, to make any demand upon or to pursue any of its rights against Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and Lender has terminated this Guaranty. This Guaranty will remain in full force and effect even if there are no Obligations outstanding at a particular time or from time to time until all of the Obligations have been indefeasibly paid in full, and Lender has terminated this Guaranty. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by Lender of any other party, or any other guaranty or any security held by Lender for any of the Obligations, by any failure of Lender to take any steps to perfect or maintain Lender’s lien or security interest in or to preserve Lender’s rights in or to any security or other collateral for the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of the Obligations or any part thereof or any security therefor or other guaranty thereof. Guarantors’ obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim any Guarantor may have against Borrower or Lender, except payment or performance of the Obligations in full. Notice of acceptance of this Guaranty, notice of extensions of credit to Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, and demand for payment is hereby waived. Guarantors hereby waive all defenses based on suretyship or impairment of collateral. Lender at any time and from time to time, without notice to or the consent of Guarantors, and without impairing or releasing, discharging or modifying Guarantors’ liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to (including the maturity thereof), any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents, release, or discharge, or waivers relating to the Loan Agreement or any of the other Loan Documents or to the Obligations, any other guaranties, or any security for the Obligations or guaranties or increase (without limit of any kind) or decrease the Obligations (including all loans and extensions of credit thereunder) or modify the terms on which loans and extensions of credit may be made to Borrower; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of Borrower in such order, manner and amount as Lender may determine in its sole discretion; (d) settle, compromise or deal with any other person, including Borrower or any other Guarantor, with respect to the Obligations in such manner as Lender deems appropriate in its sole discretion; (e) substitute, exchange, subordinate or release any security or guaranty for the Obligations; or (f) take such actions and exercise such remedies hereunder as provided herein.

3. Repayments or Recovery from Lender. If any demand is made at any time upon Lender for the repayment or recovery of any amount received by it in payment or on account of the Obligations and if Lender repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, Guarantors will be and remain severally liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by Lender, as the case may be. The provisions of this Section 3 will be and remain effective notwithstanding any contrary action which may have been taken by a Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to Lender’s rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable.

4. Financial Statements. Unless compliance is waived in writing by Lender or until all of the Obligations have been paid in full, Guarantors will promptly submit to Lender such information relating to Guarantors’ affairs (including but not limited to annual financial statements and tax returns for Guarantors) or any security for this Guaranty as Lender may reasonably request.

5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding filed by Borrower for relief of debtors under federal or state law will affect, modify, limit or discharge Guarantors’ liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against each Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. Guarantors hereby waive all rights and benefits which might accrue to them by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the Obligations that may result from any such proceeding.

6. Events of Default. The occurrence of any of the following shall be an “Event of Default”: (i) any Event of Default (as defined in the Loan Agreement or any of the other Loan Documents); (ii) any Guarantor’s failure to perform any of its obligations hereunder; (iii) the falsity, inaccuracy or material breach by any Guarantor of any written warranty, representation or statement made or furnished to Lender by or on behalf of such Guarantor; or (iv) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default: (a) Guarantors shall jointly and severally pay to Lender the full amount of the Obligations, subject to the limitation specified in Section 1 above; (b) Lender in its discretion may exercise with respect to any Collateral, including, without limitation, any Collateral granted by any Guarantor, any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; and (c) Lender in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. Neither failure to give, nor defect in, any notice of any Event of Default given to any Guarantor shall extinguish or in any way affect the obligations of Guarantors under this Guaranty.

7. [Reserved].

8. Costs. To the extent that Lender incurs any costs or expenses in protecting or enforcing its rights with respect to the Obligations or under this Guaranty, including reasonable attorneys’ fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate.

9. Waiver of Subrogation. Until the Obligations are indefeasibly paid in full, Guarantors waive in favor of Lender any and all rights which Guarantors may have to (a) assert any claim against Borrower based on subrogation, restitution, reimbursement or contribution rights with respect to payments made hereunder, and (b) any realization on any property of Borrower, including participation in any marshalling of Borrower’s assets with respect to payment made hereunder.

10. Guarantors’ Representations and Warranties. Guarantors represent and warrant to Lender as follows:

(a) No Guarantor’s execution and performance of this Guaranty will (i) violate or result in a default or breach (immediately or with the passage of time) under any contract, agreement or instrument to which such Guarantor is a party, or by which such Guarantor is bound, (ii) violate or result in a default or breach under any order, decree, award, injunction, judgment or applicable law, or (iii) cause or result in the imposition or creation of any lien upon any property of such Guarantor;

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(b) The execution, delivery and performance of this Guaranty is within each Guarantor’s capacity;

(c) No consent, license or approval of, or filing or registration with, any governmental authority is necessary for the execution and performance hereof by any Guarantor;

(d) This Guaranty constitutes each Guarantor’s valid and binding obligation enforceable in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally;

(e) This Guaranty promotes and furthers the business and financial interests of each Guarantor and the creation of the obligations hereunder will result in direct financial benefit to each Guarantor; and

(f) Each Guarantor has executed this Guaranty after conducting its own independent review and analysis of the financial condition and operations of Borrower, and no Guarantor has relied upon any representation, statement or information of or from Lender.

11. Notices. Any notices which any party may give to another hereunder shall be given to such party in the manner and by the methods provided for under Section 10.10 of the Loan Agreement and (i) to the address set forth in such section, in the case of any notice given to Lender, and (ii) to the respective addresses set forth on the signature pages below, in the case of any notice given to any Guarantor.

12. Preservation of Rights. No delay or omission on Lender’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Lender’s action or inaction impair any such right or power. Lender’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which Lender may have under other agreements, at law or in equity. Lender may proceed in any order against Borrower, Guarantors or any other obligor of, or collateral securing, the Obligations.

13. Illegality. In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

14. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure therefrom will be effective unless made in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case will entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstance.

15. Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement between Guarantors and Lender and supersedes all other prior agreements and understandings, both written and oral, between Guarantors and Lender with respect to the subject matter hereof.

16. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of Guarantors, Lender and their respective heirs, executors, administrators, successors and assigns; provided, however, that Guarantors may not assign this Guaranty in whole or in part without Lender’s prior written consent, and Lender at any time may assign this Guaranty in whole or in part.

17. Interpretation. In this Guaranty, unless Lender and Guarantors otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose.

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18. Indemnity. Guarantors agree to jointly and severally indemnify Lender, its directors, officers and employees and each legal entity, if any, who controls Lender, as applicable (the “Indemnified Parties”), and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses attributable to an Indemnified Party’s gross negligence or willful misconduct. The indemnity agreement contained in this Section 18 shall survive the termination of this Guaranty. Guarantors may participate at their expense in the defense of any such claim.

19. Governing Law and Jurisdiction. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. FURTHER, THE LAW OF THE STATE OF CALIFORNIA SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR CONNECTED TO OR WITH THIS GUARANTY WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

20. Waiver of Jury Trial. ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS GUARANTY SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN ORANGE COUNTY, CALIFORNIA IN A CITY TO BE DESIGNATED BY LENDER OR IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA, AND GUARANTORS HEREBY ACCEPT FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFOREMENTIONED COURTS. GUARANTORS HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON UPON 28 U.S.C. § 1404, WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE BRINGING AND ADJUDICATION OF ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AMENDMENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. GUARANTORS HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, WAIVER, AMENDMENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREE THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

21. Acknowledgment. Guarantors acknowledge that they have read and understood all the provisions of this Guaranty (including the waiver of jury trial) and have been advised by counsel with respect to this Guaranty as necessary or appropriate.

22. Execution in Counterparts. This Guaranty may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Signature by facsimile or electronic transmission shall bind the parties hereto.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first set forth above.

James T. Medick

Address:

2482 Hollow Rock Road

Last Vegas, NV 89135

SIGNATURE PAGE TO GUARANTY

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COUNTY OF CLARK       )

                                                      )

STATE OF NEVADA        )

On the ____ day of September in the year 2017 before me, the undersigned, personally appeared James T. Medick, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his individual capacity, and that by his signature on the instrument, the individual executed the instrument.

Notary Public

NOTARY PAGE TO GUARANTY

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EX-10.22

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of January 25, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).

RECITALS

A. Borrower and Lender are parties to that certain Business Loan & Security Agreement, dated as of September 13, 2018 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”).

B. Lender and Borrower wish to amend certain terms of the Loan Agreement, all on the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows:

1. INCORPORATION OF RECITALS. Each of the above Recitals is incorporated herein and deemed to be the agreement of Lender and Borrower and is relied upon by each party to this Amendment in agreeing to the terms of this Amendment.

2. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.

3. AMENDMENT TO LOAN AGREEMENT.

3.1 Upon the First Amendment Effective Date (as defined below), the box in the Loan Chart under the heading “Loan Details” shall be amended and restated in its entirety as follows:

2018 LOAN DETAILS	INITIAL LOAN DETAILS
AMOUNT OF INITIAL LOAN	$	1,250,000
COMMITMENT FEE	$	18,750
TOTAL INITIAL LOAN INTEREST CHARGE **	$	500,000
TOTAL INITIAL LOAN PAYBACK	$	1,750,000
AMOUNT OF 2018 LOAN	$	175,000
AMENDMENT FEE	$	50,000
TOTAL 2018 LOAN INTEREST CHARGE **	$	60,000
TOTAL 2018 LOAN PAYBACK	$	235,000

3.2 Upon the First Amendment Effective Date, the box in the Loan Chart under the heading “Payment Schedule” shall be amended and restated in its entirety as follows:

PAYMENT SCHEDULE
START DATE FOR INITIAL LOAN PAYMENTS	October 1, 2017
PAYMENT FREQUENCY FOR INITIAL LOAN	Semi-monthly on (i) the first Business Day of each month and (ii) the 15th day of such month (or the first Business Day thereafter if such day is not a Business Day).
NUMBER OF PAYMENTS FOR INITIAL LOAN	36
PAYMENT AMOUNT FOR INITIAL LOAN	The first six (6) payments shall each be in an amount equal to $25,000, and the final thirty (30) payments shall each be in an amount equal to $53,333.33, provided that, for the payments due and payable February 1, 2018, February 15, 2018, March 1, 2018, and March 15, 2018, each payment shall be in an amount equal to $10,000.00, and at all times thereafter, all subsequent payments shall each be in an amount equal to $53,333.33, with the outstanding balance of the Initial Loan Payback Amount being due on the last payment date.
START DATE FOR 2018 LOAN PAYMENTS	April 25, 2018
PAYMENT FREQUENCY FOR 2018 LOAN	One (1) payment on April 25, 2018
NUMBER OF PAYMENTS FOR 2018 LOAN	One (1) Payment
PAYMENT AMOUNT FOR 2018 LOAN	$235,000

3.1 Effective as of the First Amendment Effective Date, Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

1.1 Loan. Lender shall make the Initial Loan to Borrower of the sum designated in the Loan Chart as “Amount of Initial Loan,” subject to the terms and conditions of this Agreement. In addition, Lender shall make the 2018 Loan to Borrower of the sum designated in the in the Loan Chat as “Amount of 2018 Loan,” subject to the terms and conditions of this Agreement.

3.2 Effective as of the First Amendment Effective Date, Section 1.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

1.2 Funding. Lender shall not be obligated to fund the Initial Loan until after all conditions set forth in Addendum 3 have been satisfied or waived in writing by Lender. As soon as all funding conditions have been satisfied or waived in writing by Lender, Lender shall fund the Initial Loan by paying: to Borrower the “Amount of Initial Loan” specified in the Loan Chart by making an ACH transfer to Borrower’s account designated on the ACH authorization form (“Borrower’s Account”); provided, however, that Lender shall retain, from the proceeds of the Loan, an amount equal to the “Commitment Fee” shown on the Loan Chart. Lender shall not be obligated to fund the 2018 Loan until the First Amendment Effective Date. On the First Amendment Effective Date, Lender shall fund the 2018 Loan by paying: to Borrower the “Amount of 2018 Loan” specified in the Loan Chart by making an ACH transfer to Borrower’s Account.

3.3 Effective as of the First Amendment Effective Date, Section 2.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.1 Repayment. Borrower shall repay the Initial Loan by paying the Total Initial Loan Payback specified and on the terms set forth in the Loan Chart, subject to the additional terms set forth in this Agreement. Borrower shall repay the 2018 Loan by paying the Total 2018 Loan Payback specified and on the terms set forth in the Loan Chart, subject to the additional terms set forth in this Agreement.

3.4 Effective as of the First Amendment Effective Date, Section 2.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.2 Prepayment Limitation. Borrower shall be entitled to prepay all (but not less than all) of the Total Initial Loan Payback for the Initial Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total Initial Loan Payback for the Initial Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment. Borrower shall also be entitled to prepay all (but not less than all) of the Total 2018 Loan Payback for the 2018 Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total 2018 Loan Payback for the 2018 Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment.

3.5 Effective as of the First Amendment Effective Date, Section 2.3 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.3 Interest. Interest for the Initial Loan is already included in the amount specified in the Loan Chart as the Total Initial Loan Payback. Following the occurrence of an Event of Default, an additional interest charge of 5% per annum on the then outstanding Obligations shall be immediately due and owing from the date of the Event of Default until Lender has received the Total Initial Loan Payback set forth in the Loan Chart. Interest for the 2018 Loan is also already included in the amount specified in the Loan Chart as the Total 2018 Loan Payback. Following the occurrence of an Event of Default, an additional interest charge of 5% per annum on the then outstanding Obligations shall be immediately due and owing from the date of the Event of Default until Lender has received the Total 2018 Loan Payback as set forth in the Loan Chart.

3.6 Effective as of the First Amendment Effective Date, all references to “Loan” after Section 2.3 in the Loan Agreement shall be amended to mean both the Initial Loan and the 2018 Loan, individually or collectively, as the context may require.

3.7 Effective as of the First Amendment Effective Date, the reference to “Total Payback Amount” in Section 8.1 of the Loan Agreement shall be amended to mean the Total Initial Loan Payback and the Total 2018 Loan Payback, individually or collectively, as the context may require.

4. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of Section 3 of this Amendment (the date on which such conditions precedent are satisfied or waived by Lender shall be the “First Amendment Effective Date”):

4.1 The representations and warranties in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof and the date of the effectiveness of this Amendment, as though made on such dates (except to the extent that such representations and warranties relate solely to an earlier date);

4.2 Lender shall have received, in addition to all the other fees and expenses due under the Loan Agreement, the amendment fee specified in the Loan Chart in the amount of $50,000 (the “Amendment Fee”), which Amendment Fee shall be fully earned, due and payable as of the date hereof.

4.3 After giving effect to this Amendment, no Event of Default shall have occurred and be continuing on the date hereof or as of the First Amendment Effective Date.

4.4 Lender shall have received written evidence satisfactory to Lender that Heritage shall have consented to the Borrower’s execution and delivery of this Amendment.

5. ATTORNEYS’ FEES AND COSTS. Borrower agrees to pay upon demand all of Lender’s reasonable attorneys’ fees and costs with respect to the preparation of this Amendment.

6. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

7. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and provisions hereof, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except as expressly set forth in this Amendment, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document.

8. COUNTERPARTS; EXECUTION. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile of electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

9. MISCELLANEOUS.

9.1 Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

9.2 Upon the effectiveness of this Amendment, each reference in the Loan Documents to the “Loan Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

PRECISION OPINION, INC., a Nevada corporation
By:
Name:	James T. Medick Title: President

SUPER G CAPITAL, LLC
By:
	Marc Cole, Chief Financial Officer

[Signature Page to First Amendment to Loan Agreement]

GUARANTOR’s REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Business Loan & Security Agreement, dated as of September 13, 2017 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), by and between SUPER G CAPITAL, LLC (“Lender”) and PRECISION OPINION, INC., a Nevada corporation (“Borrower”), or in that certain First Amendment to Loan Agreement, dated as of January 25, 2018 (the “Amendment”), by and between Lender and Borrower. The undersigned hereby (a) represents and warrants to Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within his powers, are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of any contract or undertaking to which he is a party or by which any of his properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment; (c) acknowledges and reaffirms his obligations owing to the Lender under any Loan Documents to which it is a party (including without limitation the Guaranty and Suretyship Agreement, dated September 13, 2017 (the “Guaranty”), executed by each of the undersigned, in connection with the execution of the Loan Agreement); and (d) agrees that each of the Loan Documents (including without limitation the Guaranty and Suretyship Agreement) to which he is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, he understands that the Lender has no obligations to inform him of such matters in the future or to seek his acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

Guarantor further acknowledges and agrees that Lender shall have the right to records a deed of trust, mortgage or similar interest against Guarantor’s personal residence located at 2482 Hollow Rock Road, Las Vegas, NV 89135 in the event that Borrower does not pay in the Total 2018 Loan Payback on or before the date specified for payment in the Loan Chart, in order to secure Guarantor’s obligations under the Loan Documents, including, without limitation, his Guaranty.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Reaffirmation and Consent to be executed as of the date of the Amendment.

James T. Medick

Address:

2482 Hollow Rock Road

Las Vegas, NV 89135

[Signature Page to Guarantor’s Reaffirmation and Consent]

EX-10.23

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of March __, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).

RECITALS

A. Borrower and Lender are parties to that certain Business Loan & Security Agreement, dated as of September 13, 2017 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”).

B. Lender and Borrower wish to amend certain terms of the Loan Agreement, all on the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows:

1. INCORPORATION OF RECITALS. Each of the above Recitals is incorporated herein and deemed to be the agreement of Lender and Borrower and is relied upon by each party to this Amendment in agreeing to the terms of this Amendment.

2. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.

3. AMENDMENT TO LOAN AGREEMENT.

3.1 Upon the Second Amendment Effective Date, the box in the Loan Chart labeled “Payment Amount for Initial Loan” under the heading “Payment Schedule” shall be amended and restated in its entirety as follows:

PAYMENT SCHEDULE

PAYMENT AMOUNT FOR INITIAL LOAN

The first six (6) payments shall each be in an amount equal to $25,000, followed by two (2) payments each in an amount equal to $53,333.33, followed by four (4) payments each in an amount equal to $10,000, followed by six (6) payments each in an amount equal to $15,000, followed by, at the option of Heritage, one of the two options below for the remainder of such payment schedule: Option 1: six (6) payments each in an amount equal to $25,000, followed by twenty one (21) payments each in an amount equal to $60,000, followed by one (1) payment in an amount equal to $210,000 together with any remaining outstanding balance of the Initial Loan Payback Amount being due on the last payment date or Option 2: six (6) payments each in an amount equal to $50,000, followed by twenty (20) payments each in an amount equal to $60,000 together with any remaining outstanding balance of the Initial Loan Payback Amount being due on the last payment date.

3.2 Effective as of the Second Amendment Effective Date, Section 2.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.2 Prepayment Limitation. Borrower shall be entitled to prepay all (but not less than all) of the Total Initial Loan Payback for the Initial Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total Initial Loan Payback for the Initial Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment; provided, that, if the Total Initial Loan Payback is repaid in full on or prior to December 31, 2018, then Borrower shall be entitled to a discount in an amount that may be applied to such Total Initial Loan Payback as follows: (x) $206,667 if Heritage had selected Option 1 as the applicable option for the remainder of the payment schedule set forth in the Loan Chart or (y) $86,667 if Heritage had selected Option 2 as the applicable option for the remainder of the payment schedule set forth in the Loan Chart. Borrower shall also be entitled to prepay all (but not less than all) of the Total 2018 Loan Payback for the 2018 Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total 2018 Loan Payback for the 2018 Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment.

4. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of Section 3 of this Amendment (the date on which such conditions precedent are satisfied or waived by Lender shall be the “Second Amendment Effective Date”):

4.1 The representations and warranties in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof and the date of the effectiveness of this Amendment, as though made on such dates (except to the extent that such representations and warranties relate solely to an earlier date);

4.2 After giving effect to this Amendment, no Event of Default shall have occurred and be continuing on the date hereof or as of the Second Amendment Effective Date.

4.3 Lender shall have received written evidence satisfactory to Lender that Heritage shall have consented to the Borrower’s execution and delivery of this Amendment.

5. ATTORNEYS’ FEES AND COSTS. Borrower agrees to pay upon demand all of Lender’s reasonable attorneys’ fees and costs with respect to the preparation of this Amendment.

6. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

7. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and provisions hereof, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except as expressly set forth in this Amendment, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document.

8. COUNTERPARTS; EXECUTION. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile of electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

9. MISCELLANEOUS.

9.1 Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

9.2 Upon the effectiveness of this Amendment, each reference in the Loan Documents to the “Loan Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

PRECISION OPINION, INC., a Nevada corporation
By:
Name:	James T. Medick
Title:	President

SUPER G CAPITAL, LLC
By:
	Marc Cole, Chief Financial Officer

[Signature Page to Second Amendment to Loan Agreement]

GUARANTOR’s REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Business Loan & Security Agreement, dated as of September 13, 2017 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), by and between SUPER G CAPITAL, LLC (“Lender”) and PRECISION OPINION, INC., a Nevada corporation (“Borrower”), or in that certain Second Amendment to Loan Agreement, dated as of March __, 2018 (the “Amendment”), by and between Lender and Borrower. The undersigned hereby (a) represents and warrants to Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within his powers, are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of any contract or undertaking to which he is a party or by which any of his properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment; (c) acknowledges and reaffirms his obligations owing to the Lender under any Loan Documents to which it is a party (including without limitation the Guaranty and Suretyship Agreement, dated September 13, 2017 (the “Guaranty”), executed by each of the undersigned, in connection with the execution of the Loan Agreement); and (d) agrees that each of the Loan Documents (including without limitation the Guaranty and Suretyship Agreement) to which he is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, he understands that the Lender has no obligations to inform him of such matters in the future or to seek his acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

Guarantor further acknowledges and agrees that Lender shall have the right to records a deed of trust, mortgage or similar interest against Guarantor’s personal residence located at 2482 Hollow Rock Road, Las Vegas, NV 89135 in the event that Borrower does not pay in the Total 2018 Loan Payback on or before the date specified for payment in the Loan Chart, in order to secure Guarantor’s obligations under the Loan Documents, including, without limitation, his Guaranty.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Reaffirmation and Consent to be executed as of the date of the Amendment.

James T. Medick

Address:

2482 Hollow Rock Road

Las Vegas, NV 89135

[Signature Page to Guarantor’s Reaffirmation and Consent]

EX-10.24

ASSET PURCHASE AGREEMENT

for

MARKETING ANALYSTS, LLC

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of June 2, 2018 (the “Effective Date”), by and between ACQUISITION CORP 1, a Nevada corporation (“Buyer”), with offices at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109, and an affiliate of MR2 Life, Inc. and MR2 Group, Inc., and MARKETING ANALYSTS, LLC, d/b/a MAi Research, a South Carolina limited liability company (“Seller”), with offices at 2000 Sam Rittenberg Boulevard, Suite 3007, Charleston, SC 29407 (Buyer and Seller are sometimes referred to herein individually as a “party” and collectively as the “parties”).

Background. Seller owns and operates a business primarily providing market research and analysis across a spectrum of industries in both domestic and foreign markets, utilizing proprietary methods, systems and services (the “Business”). Buyer now desires to purchase, and Seller desires to sell to Buyer, substantially all of Seller’s assets, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound hereby, agree as follows:

SECTION I – PURCHASE AND SALE OF ASSETS

1.1. Certain Definitions. The following terms have the meanings specified or referred to in this Section below:

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, and all related defenses, counterclaims and cross-claims of any nature.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Allocation Schedule” has the meaning set forth in Section 1.7.

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“Ancillary Documents” means the Escrow Agreement, the Bill of Sale, the Assignment and Assumption Agreement, Intellectual Property Assignments, Assignments and Assumptions of Lease, Executive Employment Agreements, closing statement, Seller’s 2017 Adjusted EBITDA statement, Seller Lock-Up Agreements, and the other agreements, instruments, certificates and documents required to be delivered at the Closing.

“Assigned Contracts” has the meaning set forth in Section 1.2(e).

“Assignment and Assumption Agreement,” has the meaning set forth in Section 4.2(a).

“Assignment and Assumption of Lease” has the meaning set forth in Section 4.2(a).

“Bill of Sale” has the meaning set forth in Section 4.2(a).

“Books and Records” has the meaning set forth in Section 1.2(l).

“Business” has the meaning set forth in the Background paragraph above.

“Business Day” means any weekday, except days on which commercial banks located in Charleston, SC are authorized or required by applicable law to be closed for business.

“Buyer” has the meaning set forth in the preamble.

“Buyer’s Accountants” means Piercy Bowler Taylor & Kern, with offices in Las Vegas, NV, or their successors selected by Buyer in its sole discretion.

“Closing” has the meaning set forth in Section 4.1.

“Closing Date” has the meaning set forth in Section 4.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contracts” means all contracts, proposals, offers, letters of intent, letters of understanding, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Disclosure Schedules” means the due diligence and other disclosure lists and schedules delivered by Seller to Buyer prior to or concurrently with the execution and delivery of this Agreement or Closing.

“Dollars or $” means the lawful currency of the United States of America.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, whether or not perfected.

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“Escrow Agreement” means the Escrow Agreement to be entered into by Buyer, Seller and the Purchase Price Escrow Agent at the Closing, in the form attached hereto as Exhibit A (either attached at the time of execution hereof or later if agreeable to Buyer and Seller, or alternatively, such other escrow agreement required by the Purchase Price Escrow Agent which is agreeable to Buyer, Seller and the Purchase Price Escrow Agent.

“Excluded Assets” has the meaning set forth in Section 1.3(a).

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency, instrumentality or regulatory authority of such government or political subdivision, or any self-regulated or other non-governmental regulatory organization.

“Independent Accountant” shall mean a firm of independent certified public accountants, other than Seller’s Accountants or Buyer’s Accountants, which is selected by mutual agreement of Buyer and Seller at or prior to Closing (or thereafter, as needed) to resolve disputes, but if Buyer and Seller cannot mutually agree within seven (7) Business Days, the Independent Accountant shall be a firm of independent certified public accountants selected by the mutual agreement of Buyer’s Accountants and Seller’s Accountants.

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

“Intellectual Property Assets” means all business names of Seller and any variations thereof and any names confusingly similar thereto, all other trademarks, all logos, trademark registrations, inventions, trade secrets, copyrights, copyright registrations, works protectable by statutory or common law, patents, patents pending, the advertisements and listings of the Business to the extent assignable, all telephone numbers, internet domain names, web sites, social media accounts, intellectual property, Intellectual Property Registrations, business and other methods, operational methods and procedures, analytical methods and procedures, software and software systems, programs, operating systems, computer and processing code (including, without limitation, source code, object code and any electronic device code), and all other intangible assets and goodwill of or associated with the Business, whether currently existing or under any stage of development (collectively, the “Intellectual Property”), including (without limitation) those items listed on the Disclosure Schedules, that is owned by Seller and used or held for use in the conduct of the Business as currently conducted or proposed to be conducted, together with all (i) royalties, fees, income, payments, and other proceeds now or hereafter due or payable to Seller with respect to such Intellectual Property; (ii) all past, present and prospective customer and client relationships and contacts, and (iii) claims and Actions with respect to such Intellectual Property, whether accruing before, on, or after the date hereof, including (without limitation) all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof.

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“Intellectual Property Assignments” has the meaning set forth in Section 4.2(a).

“Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, or application by or with any Governmental Authority or authorized private registrar in any jurisdiction, including (without limitation) issued Patents, registered Trademarks, domain names and Copyrights, and pending applications for any of the foregoing.

“Knowledge of Seller” or “Seller’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge of Richard Serrins or Robert Pascale, each currently an officer or employee of Seller.

“Liabilities” means all obligations, responsibilities, payables and debts of any kind or nature, known or unknown, whether or not liquidated or foreseeable.

“LOI” means the letter of intent dated March 14, 2018 by and between Seller and MR2 Group, Inc., an Affiliate of Buyer, concerning the transaction which is the subject of this Agreement.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise), contracts or assets of the Seller or the Business, or (b) the ability of Seller to consummate the transactions contemplated hereby on a timely basis.

“PCAOB” means the Public Company Accounting Oversight Board, the nonprofit corporation established by federal law to oversee the audits of public companies, or its successor organization.

“Permits” means all permits, licenses, franchises, certificates, leases, easements, rights-of-way, permits, governmental waivers and consents, to the extent such relate to the Business, Purchased Assets or Assigned Contracts and to the extent not excluded from this transaction by Buyer (whether before or after Closing), in Buyer’s sole discretion. Without limiting the foregoing, any and all “franchise agreements” or agreements/arrangements described or designated as “franchise” relationships of Seller shall be excluded from this transaction and shall not be considered Assigned Contracts in any respect unless explicitly so agreed by Buyer. However, Seller shall assist Buyer in establishing new service provider agreements/relationships on terms acceptable to Buyer as promptly as possible at or following Closing.

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“Person” means any natural person, any form of business or social entity or organization, any trust or any non-governmental legal entity, excluding any Governmental Authority.

“Post-Closing Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“Purchase Price” has the meaning set forth in Section 1.4(a).

“Purchase Price Escrow Agent” means a bank or financial institution selected by Buyer in its sole discretion and identified in writing to Seller prior to Closing to hold the Cash Escrow.

“Purchased Assets” has the meaning set forth in Section 1.2.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial and legal counselors and advisors, independent contractors, and owners with 5% or more of the equity ownership of the principal entity.

“Seller’s Accountants” means Sobel & Co., Inc. with offices in Livingston, NJ, or their successors selected by Seller in its sole discretion.

1.2. Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any and all Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including, without limitation, goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used, useable or held for use in connection with the Business (collectively, the “Purchased Assets”), including (without limitation) the following, but excluding the items described in Section 1.3 below:

(a) all customer, client and supplier relationships, contacts, proposals, information, price and cost data, invoices, and sales and promotional materials, and all data, books and records pertaining to any of the foregoing and the Business, whether past, present or prospective;

(b) all machinery, equipment, computers, electronic devices, parts, vehicles, furniture, fixtures, supplies, telephones, office equipment and other tangible personal property (including, without limitation, all machinery, equipment and supplies listed on the Disclosure Schedules) (the “Tangible Personal Property”);

(c) all work-in-process, inventory, raw materials, finished goods, reports and services, orders and deposits (including, without limitation, all security deposits and advance payments relating to any Purchased Assets, customer orders or Assigned Contracts);

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(d) all investments, accounts (excluding unrestricted investment accounts, unrestricted cash accounts, accounts receivable, accounts payable or liabilities), security deposits, prepaid assets, prepaid expenses other security, refunds, rights of recovery, rights of set-off, and rights of recoupment, deposits, charges, sums and fees relating to the Business;

(e) all Contracts, including (without limitation) Intellectual Property Agreements, whether or not set forth on the Disclosure Schedules, that Buyer has agreed to assume or disclosed later (without waiving any rights hereunder) that Buyer agrees to assume, with the presumption that Buyer agrees to assume all Contracts with customers and clients, whether past, present or prospective, unless explicitly excluded by Buyer (collectively, the “Assigned Contracts”);

(f) all Intellectual Property Assets;

(g) all improvements to leased property;

(h) all Permits which are held by Seller and required for the conduct of the Business as currently conducted, for performance of the Assigned Contracts or for the ownership and use of the Purchased Assets, including, without limitation, those listed on the Disclosure Schedules;

(i) all Actions and rights to Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Assigned Contracts or the Purchased Assets, whether arising by way of counterclaim or otherwise, known or unknown;

(j) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets or Assigned Contracts;

(k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assigned Contracts;

(l) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including, without limitation, all correspondence with any Governmental Authority), sales material and records (including, without limitation, pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); and

(m) all rights to operate the Business as a going concern and to do business with all present and past customers and suppliers of the Business, all goodwill and the going concern value of the Business.

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1.3. Excluded Assets and Liabilities.

(a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

(i)	all unrestricted cash of Seller as of Closing;
(ii)	all accounts receivable of Seller for completed work as of Closing;
(iii)	Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”);
(iv)	all employee benefit plans and assets and liabilities attributable thereto;
(v)	the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and
(vi)	the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents.

(b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities.

(c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

1.4. Consideration.

(a) The aggregate purchase price for the Purchased Assets and the total consideration for this transaction (the “Purchase Price”), which Seller acknowledges is full and adequate consideration, shall be an amount equal to five (5) times the Seller’s trailing twelve (12) months earnings ending December 31, 2017, before interest, taxes, depreciation and amortization, with certain add-backs agreed-upon by the parties, with this calculation being based on the Seller’s to-be-completed 2017 audited income statement (“Adjusted EBITDA”). For purposes of illustration and example only, if the Adjusted EBITDA of Seller for 2017 is $700,000, the Purchase Price at Closing will be $3,500,000 (Seller’s actual 2017 Adjusted EBITDA shall be multiplied by 5 to get the actual Purchase Price).

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(b) If the Seller’s 2017 Adjusted EBITDA is less than the target of $700,000, (as shown on Seller’s 2016 and 2017 Audited Financial Statements, as defined below) then either Buyer or Seller shall have the absolute and separate option, within five (5) calendar days following receipt of the Seller’s 2016 and 2017 Audited Financial Statements, to declare to the other party in writing this Agreement terminated, null and void, with no further duties, obligations or liabilities owed to anyone except as expressly stated herein. If Seller’s 2017 Adjusted EBITDA is at least $700,000 (as shown on the Seller’s 2016 and 2017 Audited Financial Statements) and all of the conditions and contingencies on Buyer’s obligation to Close hereunder are satisfied, but Buyer chooses not to Close, then Buyer shall be liable to Seller for a breakup fee which shall not be more than the audit fees paid by Seller to Seller’s Accountant for the Seller’s 2016 and 2017 Audited Financial Statements.

(c) Seller shall provide Buyer with Seller’s audited 2016 and 2017 financial statements completed by a PCAOB approved accounting firm (“Seller’s 2016 and 2017 Audited Financial Statements”) along with that firm’s signed consent to allow the use of Seller’s 2016 and 2017 Audited Financial Statements in public filings with the Securities and Exchange Commission (“SEC”) in form and content reasonably acceptable to Buyer.

1.5. Payment of Purchase Price. The Purchase Price will be paid by Buyer and will be subject to adjustment as follows:

(a) Fifty (50%) percent of the Purchase Price will be paid at Closing (the “Closing Portion”), with (i) seventy-five percent (75%) but not more than one million five hundred thousand dollars ($1,500,000) of the Closing Portion to be paid by wire transfer (“Cash”), and (ii) the balance of the Closing Portion to be paid in shares of the common stock (“Shares”) of Buyer or its Affiliate (the “Buyer Issuer”) valued on a per Share basis equal to the Share-issuance price of the Buyer Issuer’s initial public offering (“IPO”) to occur concurrently with the Closing. For purposes of illustration and example only, if the Purchase Price at Closing is $3,500,000, the Closing Portion would equal $1,750,000, with the Cash paid to Seller at Closing being $1,312,500 and with the Seller receiving Shares in the Buyer Issuer at Closing worth $437,500, so if the IPO price is $10 per Share, Seller will receive at Closing 43,750 Shares in Buyer Issuer ($437,500 ÷ $10 = 43,750).

(b) Additionally, twenty-five (25%) of the Purchase Price will be paid on the first anniversary of the Closing (the “First Anniversary Portion”), with (i) seventy-five percent (75%) but not more than seven hundred fifty thousand dollars ($750,000) of the First Anniversary Portion to be paid in Cash, and (ii) the balance of the First Anniversary Portion to be paid in Shares of the Buyer Issuer based on the Buyer Issuer’s average closing share price over the thirty (30) trading days prior to the first anniversary of the Closing. For purposes of illustration and example only, if the Purchase Price at Closing is $3,500,000, the First Anniversary Portion would equal $875,000, with the Cash to be paid to Seller on the first anniversary being $656,250 (“First-Anniversary Cash”) and with the Seller receiving additional Shares in the Buyer Issuer worth $218,750 (“First-Anniversary Stock”), so if the Buyer Issuer’s average closing share price paid over the thirty (30) trading days prior to the first anniversary of the Closing is, for example, $20 per Share, then Seller will receive 10,937.5 Shares of First-Anniversary Stock ($218,750 ÷ $20 = 10,937.5).

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(c) Lastly, the remaining twenty-five (25%) percent of the Purchase Price will be paid on the second anniversary of the Closing (the “Second Anniversary Portion”), with (i) seventy-five percent (75%) but not more than seven hundred fifty thousand dollars ($750,000) of the Second Anniversary Portion to be paid in Cash, and (ii) the balance of the Second Anniversary Portion to be paid in Shares of the Buyer Issuer based on the Buyer Issuer’s average closing share price over the thirty (30) trading days prior to the second anniversary of the Closing. For purposes of illustration and example only, if the Purchase Price at Closing is $3,500,000, the Second Anniversary Portion would equal $875,000, with the Cash to be paid to Seller on the second anniversary being $656,250 (“Second-Anniversary Cash”) and with the Seller receiving additional Shares in the Buyer Issuer worth $218,750 (“Second-Anniversary Stock”), so if the Buyer Issuer’s average closing share price paid over the thirty (30) trading days prior to the second anniversary of the Closing is, for example, $35 per Share, then Seller will receive 6,250 Shares of Second-Anniversary Stock ($218,750 ÷ $35 = 6,250). Notwithstanding the foregoing, the Second-Anniversary Stock shall be subject to adjustment as provided in subsection (e) below.

(d) The First-Anniversary Cash and the Second-Anniversary Cash shall be placed in escrow (the “Cash Escrow”) at Closing with the Purchase Price Escrow Agent and will be paid to Seller within three (3) Business Days respectively following the first anniversary of the Closing and the second anniversary of the Closing, with there being no conditions to the Purchase Price Escrow Agent making the corresponding Cash payments at those times to the Seller. For purposes of absolute clarity, Buyer acknowledges and agrees that it and its Affiliates cannot, and will not, take any action or forgo to take any action, or induce any other party to take any action or forgo to take any action, whatsoever to impede or stop the payment of either the First Anniversary Cash or the Second Anniversary Cash to the Seller by the Purchase Price Escrow Agent when due as stated in the preceding sentence. On a quarterly basis (or other frequency acceptable to Buyer and the Purchase Price Escrow Agent), the Purchase Price Escrow Agent shall pay any accrued interest to Buyer, with there being no conditions to such interest payments to Buyer. All such interest shall accrue on the Cash Escrow to the benefit of Buyer. Any fees and costs charged by the Purchase Price Escrow Agent for the Cash Escrow shall be the responsibility of Seller and may be deducted by the Purchase Price Escrow Agent from the payments of First-Anniversary Cash and Second-Anniversary Cash to Seller.

(e) The First-Anniversary Stock shall be calculated by Buyer and issued to Seller within three (3) Business Days following the first anniversary of the Closing. The calculation by Buyer of the amount of Second-Anniversary Stock to be issued to Seller shall be subject to adjustment as follows: if Buyer’s Acquired Business (as defined below) has a two (2) year average annual Adjusted EBITDA for calendar years 2018 and 2019 (with, for this calculation only, the pre-Closing portion of Seller’s 2018 Adjusted EBITDA being counted toward Buyer’s 2018 Adjusted EBITDA) which is more than ten percent (10%) below or above the Seller’s 2017 Adjusted EBITDA (the “ten-percent threshold”), a dollar-for-dollar reduction or addition to the value of the Second-Anniversary Stock issuance will be made for each dollar under or over the ten-percent threshold (but in no event shall any shortage require any payment from Seller to Buyer of previous payments). For purposes of illustration and example only, if the Seller’s 2017 Adjusted EBITDA is $700,000, then the ten-percent threshold would be $630,000 on the low end and $770,000 on the high end, and if the Buyer’s 2018 and 2019 two-year average annual Adjusted EBITDA is $600,000 or $30,000 below the $630,000 low end, the value of the Second-Anniversary Stock to be issued would be $218,750 less $30,000 or $188,750, and if the Buyer’s 2018 and 2019 two-year average annual Adjusted EBITDA is $800,000 or $30,000 above the $770,000 high end, the value of the Second-Anniversary Stock to be issued would be $218,750 plus $30,000 or $248,750. For this purpose only, the Buyer’s two-year average annual Adjusted EBITDA shall include add-backs of all management and other fees and expenses, salaries, expenses and benefits paid to Buyer or its Affiliates or any executive or employee related to the Buyer (who was not an executive or employee of Seller), and add-backs for any interest, fees or costs paid by the Buyer in connection with its receipt of or debt service on any New Buyer Capital (as contemplated in Section 2.11 below), but shall not include add-backs for any and all employees who were executives or employees of Seller or who are added to Buyer’s staff with the concurrence of Richard Serrins (or his successor) to grow and expand the Buyer’s Acquired Business. Buyer agrees that until the end of calendar year 2019, Buyer and the Business acquired hereunder (the “Buyer’s Acquired Business”) will remain a separate and distinct entity Affiliated with Buyer Issuer.

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1.6. Closing. Closing under this Agreement shall occur concurrently with the Buyer Issuer’s IPO, if this Agreement has not first been terminated.

1.7. Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in a written allocation schedule (the “Allocation Schedule”) as soon as possible after the Closing by the Buyer’s Accountants in accordance with applicable law and regulations (including, without limitation, those laws, regulations and accounting standards applicable to public companies) and presented in writing to Seller. If Seller notifies Buyer in writing within ten (10) Business Days of receipt of the Allocation Schedule that Seller objects in good faith to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller does not notify Buyer in writing of a bona fide objection to the Allocation Schedule within that period, the Allocation Schedule shall be deemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within seven (7) Business Days following Buyer’s receipt of Seller’s bona fide objection, such dispute shall be resolved by the Independent Accountant whose decisions shall be final and binding. The fees and expenses of the Independent Accountant to resolve such dispute shall be borne by Seller, except that if the Allocation Schedule proposed by Buyer’s Accountants is modified by the Independent Accountant as a result of the Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expense to reach such resolution between Buyer and Seller, and Buyer and Seller shall each pay their share thereof as so allocated by the Independent Accountant. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule (as it may be adjusted pursuant hereto). Any adjustments to the Purchase Price pursuant to Section 1.5(e) herein shall be allocated in a manner consistent with the Allocation Schedule (as it may be adjusted pursuant hereto).

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SECTION II – COVENANTS

2.1 Investigations.

(a) Although Buyer anticipates conducting some investigations regarding Seller’s Business and the Purchased Assets and Assigned Contracts prior to the Effective Date, Buyer shall have thirty (30) days (the “Due Diligence Period”) following Buyer’s receipt of Seller’s 2016 and 2017 Audited Financial Statements to satisfy itself, in its sole and absolute discretion, of the acceptability of the Business, the Purchased Assets and the Assigned Contracts and all aspects and circumstances thereof of whatever nature, including, without limitation, the absence of any defaults under the Assigned Contracts, and Buyer’s proposed use of the Purchased Assets, their operating condition and maintenance status. It is understood that Buyer shall have the Due Diligence Period during which to conduct and/or obtain, to its sole satisfaction, inspections, investigations, studies, information and reports, of whatever kind or nature it chooses, regarding the Purchased Assets and the Assigned Contracts, all at its sole cost and expense (collectively, the “Buyer Inspections”).

(b) In this regard, and without limiting the foregoing, upon the Effective Date and thereafter Buyer shall be provided with (i) access to all of the books, records and agreements of the Business, its customers and vendors, and/or relating to the Purchased Assets and/or Assigned Contracts, (ii) copies of any documents, reports or information reasonably requested by Buyer, and (iii) the right to enter upon and inspect any Business premises and Purchased Assets at any time or times (including, without limitation, by any Affiliates, agents, Representatives or contractors of Buyer) upon reasonable prior notice to Seller. Notwithstanding the foregoing, Buyer agrees to endeavor to have contact with no employees of the Seller other than Richard Serrins or Robert Pascale until such time that Seller otherwise notifies Buyer (but not later than 10 days after the Effective Date, at which time such notice shall be deemed to have been given); provided, however, that Seller recognizes that Buyer cannot satisfy its due diligence contingencies until it has completed discussions with certain key employees. Buyer understands that certain documents in the Seller’s possession (such as client data, client reports and client samples) are owned by the Seller’s clients and not the Seller, are subject to confidentiality agreements with the clients and, therefore, may not be available to Buyer without third-party consent (which Seller consents will seek to obtain as soon as possible). Copies of the agreements between the Seller and its clients will, however, be made available to Buyer upon the Effective Date.

2.2 Information. Seller shall deliver to Buyer all of the following documents and information (collectively, the “Due Diligence Documentation”), to the extent such documents and/or information exists and has not already been delivered to Buyer, in writing or other documentary forms, no later than ten (10) Business Days after the Effective Date:

(a) All Disclosure Schedules.

(b) All reports, inspections and information performed or issued by, or otherwise relating to, the Occupational Safety and Health Administration (OSHA), occupational and workplace safety and health, and regulatory and code compliance relating in any way to Seller, its operations, the Business, the Purchased Assets or the Assigned Contracts.

(c) Copies of the local, state and federal income tax returns, property tax bills, utility bills and insurance bills relating to the Seller and/or the Business for the most recent three (3) years relating to any and all location(s) of Seller.

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(d) Copies of all Contracts, property leases, services contracts, and equipment contracts or other licenses or leases.

(e) Copies of all warranties, third-party assurances and manuals relating to the Purchased Assets, leased equipment, leased property or any parts thereof.

(f) Copies and/or a true and correct list and description of all Intellectual Property Assets and Intellectual Property Agreements, including (without limitation) docket sheets for all pending applications showing all pending due dates and foreign attorney contact information for each foreign matter.

(g) Copies of all liens, pledges or encumbrances on the Purchased Assets and/or Assigned Contracts. Seller agrees that all such liens and encumbrances shall be satisfied or released from the Purchased Assets and Assigned Contracts at or prior to Closing.

(h) Any additional information concerning the Seller, the Business, Purchased Assets and/or Assigned Contracts that Buyer may reasonably request, or the Seller realizes was not disclosed previously in writing to Buyer.

2.3 Additional Disclosures. Upon the Effective Date and thereafter Buyer shall be provided with (a) access to all of the books, records and agreements of the Business, its customers and vendors, and/or relating to the Purchased Assets and/or Assigned Contracts, (b) copies of any documents, reports or information reasonably requested by Buyer, and (c) the right to enter upon and inspect the Business premises, its books and records, the Purchased Assets and the Assigned Contracts any time or times (including, without limitation, by any Affiliates, agents, Representatives or contractors of Buyer) upon reasonable prior notice to Seller, subject to Section 2.1(b) above; and without limiting the foregoing, upon the Effective Date and thereafter, Seller shall promptly notify Buyer in writing of: (d) any fact, circumstance, event or action the existence, occurrence or taking of which to Seller’s Knowledge (i) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (iii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Sections 4.3 or 4.4 to be satisfied; (e) any notice or other communication to Seller or received by Seller from any Person or Governmental Authority alleging that the consent of any Person or Governmental Authority is or may be required in connection with the transactions contemplated by this Agreement; (f) any notice or other communication to Seller or received by Seller from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (g) any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the Seller, the Business, the Purchased Assets or the Assigned Contracts that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or that relates to the consummation of the transactions contemplated by this Agreement.

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2.4 Completion. Buyer agrees to (a) endeavor to complete its due diligence investigation and analysis on or before the expiration of the Due Diligence Period and (b) to advise Seller in writing, on or before the expiration of the Due Diligence Period of its election to either (i) terminate this Agreement, in which event this Agreement shall be null and void, (ii) elect to extend the Due Diligence Period for a period of no more than thirty (30) days, or such longer period as may be agreed upon by Seller, or (iii) allow the Due Diligence Period to expire and proceed under the terms of this Agreement. In the absence of any written notification, it shall be conclusively presumed that Buyer has elected to proceed under clause (iii) above.

2.5 Permits and Governmental Approvals. Except for consents and approvals within the sole control or responsibility of Buyer, Seller shall obtain at its sole cost and expense, the issuance of all consents and approvals, including (without limitation) all governmental permits and approvals, and shall pay all applicable fees and charges, necessary for the sale by Seller of the Purchased Assets and the assignment of the Assigned Contracts pursuant to this Agreement.

2.6 Operations. After the Effective Date, Seller shall professionally, diligently and in the ordinary course, operate its Business lawfully and in good faith, in the same lawful manner it conducted its Business prior to the Effective Date, including (without limitation), pursuing new sales and new customers, providing its services and products in a first-rate manner, maintaining the Purchased Assets, complying with all Assigned Contracts and other agreements and maintaining its workforce. Without limiting, after the Effective Date, Seller shall keep the Purchased Assets and its Business premises, and all components thereof, in the same condition existing on the Effective Date of this Agreement, reasonable wear and tear excepted, making all repairs and replacements and maintaining all equipment and improvements, and Seller shall comply with all contractual, legal and regulatory requirements, without exception. Seller shall not engage in any transactions that are outside of the ordinary course of Business without the prior written approval of Buyer, which approval shall not be unreasonably withheld.

2.7 Use of Similar Name and Name Change. Prior or subsequent to Closing, promptly upon the request of Buyer, Seller shall sign and deliver a consent to appropriation of name and shall otherwise cooperate with Buyer, to facilitate the creation and/or registration of a new entity with a name substantially the same as or similar to the names(s) of Seller or the Business. Upon Closing, Seller shall immediately cease to conduct the Business and, upon Closing (or as soon as possible thereafter), Seller shall change its official, unofficial, trade and/or registered name(s) to something that is not in any way similar to the names(s) of Seller or the Business or any similar name(s) to the reasonable satisfaction of Buyer. Without limiting the foregoing, it is acknowledged and agreed that Buyer shall be permitted to conduct its business after Closing under the name “MAi Research, Inc.”

2.8 Good Faith. Buyer and Seller shall at all times deal with the other in good faith as to the subject matter of this Agreement and the transactions contemplated by this Agreement. Buyer and Seller agree to execute and deliver such further documents or instruments and take such further actions as shall be necessary or appropriate to fulfill all obligations and effect all transactions contemplated by this Agreement.

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2.9 Insurance. Seller shall maintain business liability insurance providing broad form coverage in an amount not less than the highest amount maintained by Seller during the twelve (12) months immediately prior to the Effective Date, for at least as long as is necessary to provide coverage for products and services of the Business produced or provided prior to the Effective Date (but not for less than twenty-four (24) months after Closing). Upon Buyer’s reasonable request(s) at any time at or subsequent to Closing, Seller will provide Buyer with a Certificate of Insurance evidencing such coverage. Such insurance shall name Buyer as an additional insured, and if permitted by the insurer, such insurance policy(ies) shall require at least thirty (30) days’ written notice to Buyer before any expiration of, cancellation of or changes to such policy or coverage.

2.10 Exclusivity. Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal (as defined below), (b) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal, or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated and shall cause its Affiliates and all of its and their Representative(s) to immediately cease and cause to be terminated, all existing discussions or negotiations with any Person other than Buyer or its Affiliates conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect transfer or disposition, whether by sale, merger or otherwise, of all or any portion of the Seller, Seller’s membership interests, control of the Seller, the Business, the Purchased Assets or the Assigned Contracts.

2.11 Capital Investment. Between the Closing Date and the first anniversary of the Closing Date, Buyer shall receive new capital from one or more Affiliates of Buyer of at least Five Hundred Thousand Dollars ($500,000), and by the second anniversary of the Closing Date at least an additional Five Hundred Thousand Dollars ($500,000), such that an aggregate of at least One Million Dollars ($1,000,000) in new capital shall be invested in Buyer by one or more Affiliates of Buyer during the first two years after the Closing Date, if and to the extent requested by Buyer’s President for the purpose of growing Buyer’s Acquired Business (the “New Buyer Capital”). The use of the New Buyer Capital, and whether in the form of equity capital or capital loans, shall be determined solely by mutual agreement of Buyer and the Buyer’s Affiliate contributing or loaning the New Buyer Capital.

2.12 Executives. Upon Closing, Buyer will hire Richard Serrins as the President and Robert Pascale as the Vice President and Chief Analytics Officer of Buyer (collectively, the “Executives”), currently executives of Seller, under written employment agreements acceptable to Buyer’s Board of Directors and the respective Executive (the “Executive Employment Agreements”), each providing for employment terms of at least three (3) years unless sooner terminated in accordance with the terms of the respective Executive Employment Agreements.

SECTION III – Representations, Warranties AND AGREEMENTS

3.1 Representations and Warranties of Seller. As an inducement to Buyer to execute this Agreement, Seller represents and warrants to Buyer and agrees as of the Effective Date and as of the Closing Date, except as may be explicitly stated in writing in reasonable detail in the Disclosure Schedules and accepted by Buyer, as follows:

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(a) Organization. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of South Carolina and is duly qualified and in good standing in each jurisdiction where it has conducted or is conducting business or is otherwise legally required to be so qualified. Seller has full, lawful power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Seller has disclosed in writing to Buyer each jurisdiction in which Seller is licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

(b) Power and Authorization. Seller has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement, under the Assigned Contracts and under all other agreements, certificates, affidavits and documents required to be delivered by it prior to, at, or subsequent to the Closing (collectively, the “Seller Transaction Documents”). The execution, delivery and performance by Seller of the Seller Transaction Documents have been, or will by Closing be, duly authorized by all necessary action on the part of Seller. When executed and delivered as contemplated herein, each of the Seller Transaction Documents shall constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable legal and equitable defenses.

(c) Title to Property, Interests. Seller has good and valid title to all of the Purchased Assets being purchased by Buyer hereunder, free and clear of all security interests, liens, claims, pledges, encumbrances, judgments, demands, charges, easements, equitable interests, options, rights of the first refusal, mortgages or other liabilities or encumbrances of any nature whatsoever. The Purchased Assets being purchased by Buyer constitute all of the assets necessary to conduct the Business of Seller as it is presently being conducted.

(d) No Conflicts. The execution, delivery and performance by Seller of this Agreement and all other documents referenced herein to which Seller is a party, and the consummation of the transactions contemplated hereby, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the operating agreement of Seller or any other organization or governing documents of Seller; (ii) require the consent, notice or other action by any Person under conflict with, result in a violation or breach or, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller is a party or by which Seller or the Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); (iii) result in the creation or imposition of any Encumbrance on the Purchased Assets or Assigned Contracts; or (iv) to Seller’s Knowledge, violate any statute, rule, regulation, order or decree by which Seller or any of Seller’s properties or assets is bound. Neither the execution and delivery of this Agreement, any of the Seller Transaction Documents, nor the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contract to which Seller is a party; or (vi) result in the imposition or creation of any lien or encumbrance upon or with respect to any of the assets owned or used by Seller.

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(e) Contracts. Seller is not a party to any Contract relating to or affecting the Business, the Purchased Assets or Seller’s ownership or use of any of the Purchased Assets, except disclosed to Buyer in writing. None of the Purchased Assets contemplated by this Agreement are leased or licensed, except as disclosed to Buyer in writing.

(f) Litigation. There is no Action, suit or proceeding pending, asserted or, to Seller’s Knowledge, threatened, which affects the transactions contemplated by this Agreement, the Business, the Assigned Contracts or the Purchased Assets, and Seller is not aware, after due inquiry within Seller’s organization, of any basis or circumstances upon or from which any such Action, suit or proceeding could be asserted. Seller is not in, and does not intend to file for, bankruptcy or receivership, nor has Seller communicated with any person or entity of any intention of filing for bankruptcy or receivership, nor has Seller made any assignment for the benefit of creditors, nor is Seller aware of any person or entity intending to put Seller in bankruptcy or receivership involuntarily.

(g) Financial Information and Controls. Complete and correct copies of the 2016 and 2017 Audited Financial Statements, consisting of the balance sheet of the Business as at December 31 of each of the years 2016 and 2017 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended, and unaudited financial statements consisting of the balance sheet of the Business as at end of the most recent fiscal quarter and the related statements of income and retained earnings, stockholders’ equity and cash flow for each of 2018 fiscal quarters then ended (the “Interim Financial Statements” and together with the 2016 and 2017 Audited Financial Statements, the “Seller Financial Statements”), are included in the Disclosure Schedules or have been and will be delivered to Buyer as soon as available. Seller maintains a standard system of accounting for the Business established and administered in accordance with GAAP. All of the Seller Financial Statements and other financial data and information supplied by Seller to Buyer for consideration in connection with the transactions contemplated by this Agreement: (i) are true and correct in all material respects; (ii) are based on the books and records of the Business; (iii) fairly present in all material respects the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated; and (iv) have been prepared in accordance with GAAP, applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the 2016 and 2017 Audited Financial Statements). Seller has no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for those which are adequately reflected or reserved against in the applicable balance sheet included in the Seller Financial Statements as of the applicable balance sheet date, and those which have been incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Seller Financial Statements and which are not, individually or in the aggregate, material in amount. Seller has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) sufficient to provide reasonable assurance (v) regarding the reliability of Seller’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (vi) that receipts and expenditures of the Business are being made only in accordance with the authorization of Seller’s management in accordance with Seller’s governing documents, agreements and applicable law, and (vii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of assets of the Business that could have a material effect on financial statements of the Business.

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(h) Compliance with Legal Requirements. Seller is in full and complete compliance with each federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty (each a “Legal Requirement”) that is or was applicable to it, to its contracts or to the conduct or operation of the Business or the ownership or use of any of the Purchased Assets; and Seller has not received any notice or other communication (whether oral or written) from any governmental body or any other person regarding (i) any actual, alleged, possible, or potential violation of, or material failure to comply with, any Legal Requirement, or (ii) any actual, alleged, possible, or potential obligation on the part of it to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(i) Intellectual Property. Seller owns and possesses, and upon consummation of the transactions contemplated hereby, Buyer will own and possess all, sole and exclusive right, title and interest in and to the Intellectual Property free and clear of all liens, claims and encumbrances. No written claim by any third party contesting the validity, enforceability, use or ownership by Seller of any of its intellectual property has been made to or received by Seller, is currently pending or, to Seller’s Knowledge after due inquiry within Seller’s organization, is threatened, against Seller. Seller has not received any notice of any infringement or misappropriation by, or conflict with, any third party with respect to any of its intellectual property. Seller has disclosed in writing to Buyer a correct, current and complete list of: (i) all Intellectual Property Registrations, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date; and the current status; (ii) all unregistered Trademarks included in the Intellectual Property Assets; (iii) all proprietary Software included in the Intellectual Property Assets; and (iv) all other material Intellectual Property Assets that are used or held for use in the conduct of the Business as currently conducted. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. Seller has provided Buyer with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations. Additionally, Seller has disclosed in writing to Buyer a correct, current and complete list of all Intellectual Property Agreements. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete and correct written description) of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller nor, to Seller’s Knowledge, any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any notice of breach of, default under, or intention to terminate (including, without limitation, by non-renewal), any Intellectual Property Agreement.

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(j) Taxes. Seller has properly and timely reported, filed and paid any and all taxes due to federal, state and local governments, or will do so, for all pre-Closing and post-Closing tax periods, before any such taxes or reports become delinquent, including, but not limited to income, franchise, sales, gross receipts, use, payroll, unemployment and social security taxes. All such tax reports and tax returns of Seller are, or will be, true, complete and correct in all respects. Seller shall comply with all Bulk Sales laws of the jurisdiction where the Purchased Assets are located.

(k) Employees. All of the Seller’s employees are “at will” employees. Neither Seller nor any of its Affiliates has nor maintains or sponsors any labor contract, employee welfare or benefits plans, including (without limitation) any defined benefit pension plans or multiemployer benefit plans. To Seller’s Knowledge, it is not now and has never been in violation of any wage and hour laws. Buyer shall not assume, adopt or become signatory to any labor contract. Seller shall be solely responsible for the payment of all of its employee’s wages, vacation pay, pension and welfare benefits and any other obligations payable to employees, whether or not under contract, if any, as of and in effect on the Closing Date. Buyer may consider retaining employees of the Seller, but the Buyer is not agreeing to hire any employees of Seller as part of this transaction. Unless Seller consents, Buyer will not discuss possible employment with any employees of Seller until after the Due Diligence Period. With respect to employees as to whom a Buyer elects to offer employment on terms acceptable to Buyer, Buyer shall advise Seller on or about the Closing Date, and Seller shall not interfere with Buyer’s efforts to hire any such employees. Upon Closing, Seller shall terminate its employment of all employees whom Buyer is hiring, without limiting Seller’s obligations to its employees. The Seller shall have paid or will pay, as and when due, on or after Closing, to all of its employees hired by the Buyer all salaries, bonuses and vacation pay, if any, accrued and owed to such employees through the date of Closing.

(l) Information Generally. All materials, information, documents, statements and records provided or disclosed in writing to Buyer (including, without limitation, the Due Diligence Information, whenever disclosed) are and will be true, correct and complete in all material respects, are not and will not be materially misleading, and do not and will not fail to state any material fact necessary to make it not misleading or to provide Buyer with full, accurate and complete information as to the Purchased Assets, the Assigned Contracts and Seller’s Business.

(m) IPO Lock-up Agreement. Sellers, Seller’s members and Seller’s Executives have executed or, at or before Closing shall execute, and shall be bound by and comply with, the same lock-up agreement(s) (the “Seller Lock-Up Agreements”) that the officers and directors of Buyer’s Issuer execute or have executed with the underwriters of the IPO.

(n) Issuance of Securities. Seller represents, warrants and agrees that:

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(i) Seller possess such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Buyer Issuer’s Shares and the transactions contemplated by this Agreement;

(ii) Seller knows and understands the Buyer Issuer, its business, finances, customers and prospects in all respects that Seller considers material to its decision to enter into the transactions described in this Agreement;

(iii) Seller is acquiring Buyer Issuer’s Shares for its own account, for investment purposes only and not with a view toward resale or other transfer except in conformity with all applicable federal and state securities law requirements;

(iv) Seller understands that, although the Shares are subject to the IPO, as of the Effective Date, Buyer Issuer’s Shares have not yet been registered under the Securities Act of 1933 (the “1933 Act”) or any applicable state securities law and all such Shares may constitute “restricted securities” under the 1933 Act;

(v) Seller will not sell or otherwise transfer any of the Buyer Issuer’s Shares it acquires or any interest therein, except pursuant to an effective registration statement with respect thereto if such statement is required under the 1933 Act and/or all applicable state securities laws, or except to Seller’s members or to a spouse or issue of such members or a trust solely for their benefit for estate planning purposes, provided that no transfers will be permitted in violation of the Seller Lock-Up Agreements and all transfers must be pursuant to an opinion of counsel satisfactory to the Buyer Issuer (if such an opinion is required by the Buyer Issuer), to the effect that such sale or transfer is exempt from registration under the 1933 Act and under all applicable state securities laws;

(vi) Seller has sufficient financial wherewithal to withstand without hardship a complete loss on its investment in Buyer Issuer’s Shares, and has no need for liquidity in connection with his investment in the Buyer Issuer’s Shares;

(vii) Seller has consulted or has had the opportunity to consult with its own independent legal and other counsel prior to executing this Agreement and engaging in the transactions contemplated hereby; and

(viii) Seller understands that the sale of the Buyer Issuer’s Shares by Seller at any time may give rise to taxable income to Seller, and Seller acknowledges and agrees that it or its members shall be responsible for any corresponding tax obligations.

(o) Survival of Representations and Warranties. All representations, warranties and agreements of Seller shall be deemed to be made again on and as of the Closing Date and shall survive Closing for a period of one (1) year.

3.2 Representations and Warranties of Buyer: As an inducement to Seller to execute this Agreement, Buyer represents and warrants to Seller as of the Effective Date, except as may be explicitly stated in writing in reasonable detail by Buyer and accepted by Seller, as follows:

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(a) Organization. Buyer is a duly organized, validly existing corporation, in good standing under the laws of the State of Nevada.

(b) Power and Authorization. Buyer has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement and under all other agreements and documents required to be delivered by it at Closing (collectively, the “Buyer Transaction Documents”). The execution, delivery and performance by Buyer of the Buyer Transaction Documents have been, or will by Closing be, duly authorized by all necessary corporate action on the part of Buyer. When executed and delivered as contemplated herein, each of the Buyer Transaction Documents shall constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable legal and equitable defenses.

(c) Contracts. Buyer is not a party to any written contract affecting this Agreement or Buyer’s ability to perform its obligations hereunder.

(d) IPO. Seller is entitled to rely upon the public representations and disclosures of Buyer Issuer in the IPO.

(e) Survival of Representations and Warranties. All representations, warranties and agreements of Buyer shall be deemed to be made again on and as of the Closing Date and shall survive Closing for a period of one (1) year.

3.3 Noncompetition. While any of the Seller’s Executives or former executives are a shareholder, officer, director or employee of Buyer and for a period of one (1) year thereafter (the “Restricted Period”), Seller shall not, and each and every owner or officer of Seller shall not, directly or indirectly:

(a) Compete with Buyer in the Business (as used herein “Compete” means directly or indirectly, within the United States of America, enter into or engage generally in direct or indirect competition with Buyer in the business of market research and related analytical and consulting services, either directly or indirectly as an individual on his own or as a partner of joint venturer, or as a director, officer, shareholder (except as an incidental shareholder), employee or agent for any person or any business substantially similar to the Business);

(b) Employ, solicit the employment of, or induce or seek to induce the termination of the Buyer’s employment of any employee of Buyer in the Business or any former employee of Buyer (for a period of twelve (12) months after such employment); or

(c) Interfere with or disrupt the creation or continuation of any relationship, contractual or otherwise, between Buyer and any Business employee, customer, service provider or vendor with which Seller has had such a relationship in the Business at any time during the period beginning two (2) years prior to the Effective Date and extending until two (2) years after Closing or until twelve (12) months after such person’s employment with the Buyer, whichever is later.

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3.4 Enforcement of Covenants.

(a) Seller recognizes and agrees that any violation of Sections 2.10 or 3.3 above or Sections 3.6 or 3.7 below (the “Restrictive Covenants”) would cause irreparable injury to Buyer. In the event of a breach of any provision of the Restrictive Covenants, the Buyer shall be entitled, in addition to any other remedies available, to enforce the Restrictive Covenant by injunction (both preliminary and permanent) or other equitable remedy to restrain the violation, threatened violation or continued violation. The geographical areas covered by the Restrictive Covenants and the period and nature of such restrictions are agreed to be reasonable and necessary for the proper protection of Buyer. If any provision or part of the Restrictive Covenants shall be invalidated or judged unenforceable, such provision shall be deemed to be modified to the least extent necessary so that it may be determined to be enforceable and valid, and the remainder of the Restrictive Covenants shall nevertheless continue to be valid and fully enforceable.

(b) The Restrictive Covenants shall survive this Agreement and the consummation of the transactions contemplated hereby.

3.5 Bulk Sale Compliance. Seller shall fully comply with, and be solely responsible for preparing, filing and/or obtaining any and all notices, certificates and clearances required by, South Carolina law regarding bulk sales of Seller’s assets (and the corresponding law of any state or jurisdiction where any of the Assets are located), even if such law imposes any such obligation on Buyer (in which case, Seller may act as Buyer’s agent, with prompt written notice to Buyer).

3.6 Confidentiality.

(a) Except as and to the extent required by law, Seller will not disclose or use, and will direct its Representatives not to disclose or use, any Confidential Information (as defined below) with respect to, furnished, or to be furnished, by Buyer or its representatives to the Seller or its representatives at any time or in any manner.

(b) For purposes of this Section, “Confidential Information” means all information relating to Buyer and its business, including (without limitation) the Business of Seller prior to Closing, all of its customer lists and all data and reports created for customers and any other information stamped “confidential” or identified in writing as such promptly following its disclosure, unless (i) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of this transaction, or (ii) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings, provided Seller shall give Buyer written notice prior to making any such disclosure. Without limiting the foregoing, “Confidential Information” shall include any and all confidential and/or proprietary knowledge, data or information owned, developed or possessed by Buyer whether in tangible or intangible form and all trade secrets as defined under applicable state law, as well as (A) information relating to Buyer’s products and services, pricing, customers, customer needs, suppliers, processes, know-how, specifications, designs, drawings, concepts, test data, formulas, methods, compositions, ideas, algorithms, software, source codes, techniques, developmental or experimental work, research, improvements and discoveries; (B) information relating to plans for research and development, new products and services, marketing and selling, sales forecasts, business plans, budgets and unpublished financial statements, licenses, prices and costs, planned acquisitions and divestitures, and planned purchases; and (C) information regarding the skills and compensation of employees, personnel and policy manuals, and contracts with employees, customers, suppliers, consultants, strategic partners, business partners and others. Upon the written request of Buyer, Seller will promptly return to Buyer or destroy any Confidential Information in its possession and certify in writing to Buyer that it has done so.

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3.7 Non-Solicitation. Seller will not intentionally, directly or indirectly or through any affiliate, (a) solicit any of the customers suppliers, vendors, consultants or others involved with Seller prior to Closing or with Buyer after Closing for any services which compete with the Business, or (b) enter into a relationship with any person or entity who had/has any business relationship with Seller prior to Closing or with Buyer after Closing, or directly or indirectly solicit or negotiate in any manner with any such person or entity for the purpose of enticing such person or entity away from or out of a relationship with Buyer.

3.8 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Ancillary Documents (including any transfer tax and any other similar tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary).

3.9 Further Assurances. Following the Closing, Buyer and Seller each shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Ancillary Documents.

3.10 Indemnification.

(a) For a period of one (1) year following Closing, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) from and against, and shall pay and reimburse each of them for, any and all Losses (as defined below) incurred or sustained by or imposed upon, the Buyer Indemnitee(s) based upon, arising out of, with respect to or by reason of:

(i) any inaccuracy in or breach of any of the representations or warranties of Seller or Seller Executives contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Seller or Seller Executives pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

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(ii) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Seller Executives pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller or Seller Executives pursuant to this Agreement;

(iii) any Excluded Asset or any Excluded Liability; or

(iv) any third-party Action based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates conducted, existing or arising on or prior to the Closing Date.

(b) For a period of one (1) year following Closing, each Seller Executive, jointly and severally, shall indemnify, defend and hold harmless each of the Buyer Indemnitees from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by or imposed upon, the Buyer Indemnitee(s) based upon, arising out of, with respect to or by reason of:

(i) any of the items listed in clauses (i) or (ii) of Section 3.10(a) above to the extent the inaccuracy, breach, default or non-fulfillment is material to Buyer or the Buyer Indemnitee; and

(ii) to the extent the inaccuracy, breach, default or non-fulfillment occurs or is based upon circumstances occurring on or prior to the first anniversary of the Closing Date; provided that

(iii) neither Seller Executive shall be liable for obligations under this subsection (b) to the extent such inaccuracy, breach, default or non-fulfilment is solely the fault of the other Seller Executive.

(c) For a period of one (1) year following Closing, Buyer shall indemnify, defend and hold Seller and each Seller Executive harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by or imposed upon Seller or either Seller Executive based upon, arising out of, with respect to or by reason of (i) Buyer’s operation or ownership of the Business or the Purchased Assets after Closing Date and within the one (1) year period after the Closing Date, (ii) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (iii) any third-party Action based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Buyer or any of its Affiliates conducted, existing or arising after the Closing Date, and (iv) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement. Notwithstanding the foregoing, Buyer shall have no obligation pursuant to this section to indemnify, defend or hold harmless any Seller Executive, or to pay or reimburse any Seller Executive, for any and all Losses incurred, sustained or imposed, in whole or in part, by reason of the gross negligence or the reckless, intentionally wrongful, malicious or unlawful acts or omissions of any Seller Executive.

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(d) All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law. As used in this Section 3.10, “Losses” shall mean any damages, claims, actions, demands, losses, costs, expenses, liabilities (whether joint, several, general, secured, tax-related, actual or contingent), penalties and fines, including (without limitation) reasonable counsel fees incurred in defending, investigating or in attempting to avoid the imposition thereof.

(e) Notwithstanding anything else in this Agreement, any Ancillary Document or any certificate or instrument delivered by or on behalf of Buyer, Seller or the Seller Executives pursuant to this Agreement, (i) the total indemnification of Losses provided by Seller and/or the Seller Executives shall be capped at a maximum aggregate amount of Two Hundred Seventy-Five Thousand Dollars ($275,000) with respect to each of subsections (a) and (b) above, and (ii) no indemnification claim can be made, and no indemnification payment shall be due and payable, under each of subsections (a), (b) and (c), until and only if all Losses actually incurred by the indemnitee(s) have exceeded a total amount of ten thousand dollars ($10,000).

SECTION IV – CLOSING

4.1 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place concurrently with the Buyer Issuer’s IPO at the offices of Buyer’s or Buyer Issuer’s attorneys (as designated by Buyer in advance of Closing), at a time mutually convenient to Buyer and Seller, after all of the conditions to Closing set forth in Section 4.3 below are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date”.

4.2 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) the Escrow Agreement duly executed by Seller;

(ii) a bill of sale in form and substance satisfactory to Buyer (the “Bill of Sale”) and duly executed by Seller, transferring the tangible and intangible property included in the Purchased Assets to Buyer;

(iii) an assignment and assumption agreement in form and substance satisfactory to Buyer (the “Assignment and Assumption Agreement”) and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assigned Contracts;

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(iv) one or more assignment(s) in form and substance satisfactory to Buyer (the “Intellectual Property Assignments”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Intellectual Property Assets to Buyer;

(v) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each an “Assignment and Assumption of Lease”) and duly executed by Seller;

(vi) one or more certificates of the Secretary or Assistant Secretary (or equivalent officer) of Seller, (A) certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors, members and/or managers of Seller and Seller’s Executives authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated hereby and thereby, and (B) certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;

(vii) such other customary instruments of transfer, assumption, filings or documents, and evidence of the release of all Encumbrances on the Purchased Assets and the Assigned Contracts, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement;

(viii) all passwords, passcodes and log-in information necessary to access any electronic or online accounts or devices of the Business;

(ix) all keys and lock alarm combinations applicable to any premises at which the Purchased Assets are located or the Business is conducted;

(x) all other books, records, information and other items included in the Purchased Assets and the Assigned Contracts to be conveyed to Buyer as contemplated in this Agreement;

(xi) all of the bulk sale documents and items referred to in Sections 3.1(j) and 3.5 above, including (without limitation) written certification from either the Seller’s independent certified public accountant or attorney that such bulk sale requirements have been fulfilled by Seller;

(xii) the Executive Employment Agreements duly executed by each Executive; and

(xiii) any and all other documents reasonably requested by Buyer or its counsel to consummate Closing as contemplated in this Agreement.

(b) At the Closing, Buyer shall deliver to Seller the following:

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(i) the Cash Closing Portion of the Purchase Price (if by wire transfer, to an account designated writing by Seller to Buyer);

(ii) the Escrow Agreement duly executed by Buyer, together with proof or acknowledgement of the funding of the Cash Escrow portion of the Purchase Price to the Purchase Price Escrow Agent;

(iii) the Assignment and Assumption Agreement duly executed by Buyer;

(iv) with respect to each Lease, an Assignment and Assumption of Lease duly executed by Buyer;

(v) the Executive Employment Agreements duly executed by the Buyer; and

(vi) any other documents reasonably requested by Seller or its counsel to consummate Closing as contemplated in this Agreement.

(c) At the Closing, Buyer shall deliver to the Purchase Price Escrow Agent:

(i) the Cash Escrow portion of the Purchase Price by wire transfer of immediately available funds to account(s) designated by the Purchase Price Escrow Agent, to be held for the purpose described in Section 1.5(d) above; and

(ii) the Escrow Agreement duly executed by Buyer.

4.3 Buyer’s Contingencies. Buyer’s obligation to consummate Closing is contingent upon the satisfaction of the following conditions:

(a) Conclusion of the Due Diligence Period with Buyer’s election to proceed under Section 2.4 above;

(b) Buyer has not terminated this Agreement pursuant to Section 2.4 above, and has received the consent to use the Seller’s 2016 and 2017 Audited Financial Statements described in Section 1.4(c) above;

(c) Executive Employment Agreements acceptable to Buyer are duly executed and delivered to Buyer by the Executives;

(d) Conclusion and successful closing of Buyer Issuer’s IPO;

(e) No administrative proceedings or litigation shall be pending or threatened which would adversely affect consummation of this Agreement, Buyer Issuer’s IPO or Buyer’s acquisition of the Purchased Assets or Assigned Contracts or Buyer’s operation of the Business;

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(f) Buyer shall be in receipt of all Disclosure Schedules, documents and records of Seller relating or pertaining to the Purchased Assets, the Assigned Contracts and the Business, or otherwise required from Seller under this Agreement;

(g) There has been no Material Adverse Effect to the Business since the Effective Date or to any of the information or documents discovered or reviewed by Buyer during the Due Diligence Period or to any aspect of the Purchased Assets or their use or the Assigned Contracts since the signing of this Agreement; and

(h) All representations and warranties of Seller contained in this Agreement shall be true and correct in all respects as of and as if made on the day and time of Closing, and Seller shall have complied in full with all requirements and obligations of Seller under this Agreement.

4.4 Seller’s Contingencies. In addition, the Seller’s obligation to consummate Closing is contingent upon the satisfaction of the following conditions:

(i) Seller has not terminated this Agreement pursuant to Section 2.4 above;

(ii) Conclusion and successful closing of Buyer Issuer’s IPO; and

(iii) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of and as is made on the day and time of Closing, and Buyer shall have complied with all material requirements and obligations of Buyer under this Agreement.

4.5 Post-Closing. Either Buyer or Seller may at its sole discretion, waive any of the above Closing requirements or contingencies in Sections 4.2, 4.3 or 4.4 above required of the other party, respectively, and proceed to Closing upon notification to the other party. If Buyer or Seller does proceed to Closing but does not explicitly waive in writing any item above that remains unsatisfied, Seller’s or Buyer’s obligation, respectively, to satisfy such requirement as soon as possible shall survive Closing.

SECTION V – GENERAL PROVISIONS

5.1 Notices. All notices required or permitted to be provided or furnished by either party to the other party shall be in writing and shall be delivered in person with signed receipt, by overnight commercial courier or sent by United States certified mail, postage pre-paid, return receipt requested, or by email with confirmed receipt, and addressed as follows:

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if to the Buyer:

Acquisition Corp 1

{to be re-named MAi Research, Inc.}

101 Convention Center Drive

Plaza 125

Las Vegas, NV 89109

Attn: James T. Medick, President

Telephone: 702-483-4000

Email: jtmedick@precisionopinion.com

with a copy to Buyer’s attorney:

McNees Wallace & Nurick, LLC

570 Lausch Lane, Suite 200

Lancaster, PA 17601

Attn: Joshua D. Cohen, Esquire

Telephone: 717-581-3719

Email: jcohen@mcneeslaw.com

if to Seller and/or Seller Shareholders:

Market Analysts, LLC

200 San Rittenberg Boulevard

Charleston, SC 39407

Attn: Richard Serrins, President

Telephone: 843-329-0114

Email: richs@mairesearch.com

with a copy to Seller’s attorney:

Pearce Roberts Business Law, LLC

222 West Coleman Blvd., Suite 124

Mount Pleasant, SC 29464

Attn: Robert W. Pearce Jr., Esquire

Telephone: 843-343-4921

Email: rwp@pearceroberts.law

Any notice shall be deemed to have been given and received on the date of delivery or as indicated on the return receipt or signed receipt.

5.2 Brokers and Advisors. Seller and Buyer each represent and warrant that (a) the transactions contemplated by this Agreement have been negotiated directly between Buyer and Seller and their respective counsel, without the intervention of any person, and (b) neither Buyer nor Seller has done anything which would in any manner give rise to a claim against Buyer or Seller for a brokerage commission, finder’s fee, counseling or advisory fee, or like payment, except for the payment due from Seller of __________________ to Norman Michaels of _________________________ (“Seller’s Broker”). Each party will be responsible for and bear all of its own respective costs and expenses (including any broker’s or finder’s fees and the expenses of its accountants, auditors, lawyers and other representatives) incurred at any time in connection with pursing or consummating this Agreement and the transactions contemplated herein.

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5.3 Assignment. This Agreement and all rights and obligations of Buyer hereunder may be assigned in full by Buyer to any Affiliate of Buyer, and upon such assignment, with written notification to Seller, the assignee and not Buyer shall have all of the rights and obligations of Buyer hereunder, and the assignor shall be released in full. Notwithstanding any such assignment by Buyer, any references to and obligations of Buyer Issuer shall remain unchanged.

5.4 Amendment. This Agreement shall not be amended or modified except by a written instrument executed by both Buyer and Seller.

5.5 Governing Laws; Jurisdiction. This Agreement shall be construed in accordance with Nevada law, without regard to conflict of law principles. This Agreement sets forth the entire understanding of Buyer and Seller with respect to the subject matter of this Agreement and supersedes and replaces all prior agreements, arrangements, representations, letters of intent and memoranda relating to the subject matter of this Agreement. The captions at the head of the paragraphs of this Agreement are for convenience only and shall not alter or affect the provisions of this Agreement. Buyer and Seller and the Seller’s Executives each agree that exclusive jurisdiction and venue for any litigation concerning this Agreement and the transactions contemplated herein shall exist in the U.S. Federal District Court for the District of Nevada, by nonjury trial. Each party shall be entitled to collect its reasonable attorneys’ fees and litigation costs in any action to enforce this Agreement in which it prevails.

5.6 Construction; Survival. As used herein, the phrases “including”, “for example”, “including, without limitation”, and “including, but not limited to”, and other similar phrases, shall be construed as exemplary only and shall not be construed so as to limit or to exclude any possible items or examples of the objects to which such phrases relate. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. Except as otherwise expressly stated in this Agreement, all obligations, representations, warranties and covenants of Buyer and/or Seller and/or Executives under this Agreement shall survive Closing and the consummation of the transactions contemplated hereunder.

5.7 Waiver; Setoff. Buyer and Seller each waives any claim for special or consequential damages, including (without limitation) any claim for lost profits, arising out of the breach of this Agreement. Unless expressly provided herein to the contrary, no party hereto shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writing (and no delay or omission by any party in exercising any such right shall be deemed a waiver of its future exercise). No such waiver made as to any instance involving the exercise of any such right shall be deemed a waiver as to any other such instance, or any other such right. If Seller owes any funds to Buyer hereunder at any time, Buyer shall be entitled, in good faith, to set-off such bona fide amounts against any sums owed by Buyer to Seller or to any of the Seller Executives at any time, subject to the right of Seller to issue a bona fide written objection in good faith to such set-off(s), in which event the set-off amounts subject to such objection shall be placed in escrow with the Purchase Price Escrow Agent until the objection is duly resolved. Notwithstanding the foregoing, no set-off hereunder shall be permitted against the annual base salary of either Seller Executive, and no set-off hereunder shall be permitted against either Seller Executive to the extent the amount owed to Buyer is solely due to the fault of the other Seller Executive.

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5.8 Force Majeure. Neither Buyer nor Seller will be responsible to the other party for non-performance under this Agreement or damages, loss, injury, or delay, in any case, that is caused by an event that is beyond the reasonable control, and without the intentional misconduct or negligence, of that party, which events shall include, without limitation (each a “Force Majeure Event”): acts of God; acts of government agencies or Governmental Authorities; strikes; weather conditions; floods; landslides; lightning; earthquakes; fire; explosions or other causalities; riots or war; acts of terrorism or civil disturbances; blockade or insurrection; sabotage; or similar occurrence; acts of a public enemy; extended electrical power outages; extended interruptions or degradations in telecommunications or electronic communications systems; and material changes in applicable law.

5.9 Binding Agreement. This Agreement shall be binding upon and shall inure to the benefit of the heirs, successors and permitted assigns of Buyer and Seller.

5.10 Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which together shall constitute the same Agreement. The parties hereto consent to the electronic transmission of signatures by e-mail or similar means for the execution of this Agreement or the giving of notice hereunder.

[Signature page follows.]

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IN WITNESS WHEREOF, Buyer and Seller have duly executed this Agreement on the date first written above.

WITNESS/ATTEST:	MARKETING ANALYSTS, LLC
	By:		(Seal)
		Richard Serrins, President
	ACQUISITION CORP 1
	By:		(Seal)
		James T. Medick, President

Joinders

The following Executives join in this Agreement and agree to be bound by Sections 3.1(m), 3.3, 3.4, 3.6, 3.7, 3.10 and Section V above, acknowledging that each has or will receive material personal benefit from the transactions described herein:

Witness:
	Richard Serrins
	Robert Pascale

Buyer Issuer hereby joins in this Agreement to acknowledge its guaranty of, and obligation to fund, the Cash portion of the Purchase Price from its IPO proceeds and to issue Shares of its common stock as part of the Purchase Price contemplated by the terms of the Agreement above.

Attest:	MR2 Group, Inc.
	By:
		James T. Medick, CEO

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EX-10.25

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on the 2nd day of June, 2018, between ACQUISITION CORP 1 (the “Company”), and RICHARD SERRINS (the “Executive”).

WHEREAS, the Company desires to employ the Executive as the President of the Company under the terms and conditions set forth in this Agreement; and

WHEREAS, the Executive desires to serve the Company as the President under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and intending to be legally bound hereby, the parties agree as follows:

1. DEFINITIONS. The following definitions shall apply in this Agreement:

(a) “Anniversary Date” shall mean the first anniversary of the Effective Date, and the anniversary of the Effective Date of each successive year.

(b) “Annual Salary” shall be the stated base cash compensation defined in Section 5(a) without regard to any elective deferral or salary reduction plan or program of the Company.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(d) “Cause” shall mean that the Executive (i) continuously failed or refused to substantially perform assigned job duties and responsibilities with diligence and competence, other than any such failure resulting from the Executive’s incapacity due to physical or mental illness; (ii) engaged in fraudulent conduct against the Company; (iii) is convicted of a felony or other crime that affects the Executive’s suitability for employment; or (iv) engaged in gross negligent or willful misconduct relating to the business of the Company. The determination of the existence of Cause shall be made in the reasonable judgment of the Board of Directors.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f) “Disability” shall mean a permanent disability within the meaning of the long-term disability insurance plan maintained by the Company.

(g) “Effective Date” shall mean the effective date of the Initial Public Offering of MR2 Group, Inc.

2. TERM OF AGREEMENT, RENEWAL AND CANCELLATION. This Agreement shall initially be effective for a three-year term beginning on the Effective Date and ending on the day before the third anniversary thereof. The term of this Agreement will automatically renew on the initial Anniversary Date and on each subsequent Anniversary Date for an additional three-year period unless, at least ninety (90) days prior to the first Anniversary Date within the then current term, either party shall give written notice of nonrenewal to the other, in which event this Agreement shall terminate at the end of the three-year period then in effect. For example, assuming the initial contract period commences on June 1, 2018, it shall continue through May 31, 2021. On June 1, 2019, the term of this Agreement extends to May 31, 2022. On June 1, 2020, the term of this Agreement extends to May 31, 2023 unless one of the parties provides a written notice of intent not to renew the Agreement at least 90 days prior to June 1, 2020. In the event of a material breach or default by the Company of its obligations under Section 1.5 and/or Section 2.11 of the Asset Purchase Agreement of even date herewith by and between the Company and Marketing Analysts, LLC (the “APA”), which such breach or default is not cured by the Company within thirty (30) days of the Company’s receipt of written notice of the occurrence of such breach or default, the Executive shall have the option upon written notice to the Company within sixty (60) days of such uncured notice of breach or default to declare this Agreement to be terminated, null and void and of no further effect and the Executive shall not have any duty, obligation or liability to the Company hereunder.

3. POSITION AND DUTIES. The Executive shall serve as the President of the Company reporting to the Board of Directors. As President, the Executive shall perform the duties and responsibilities of that office, shall have day-to-day operational control of the Company, and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors, provided that such duties are consistent with the position of a President. Notwithstanding anything else to the contrary, until all amounts owed to Marketing Analysts, LLC and the Executive pursuant to the APA have been paid, the Company shall remain a separate and distinct Affiliate (as defined in the APA) of MR2 Group, Inc. (“MR2”), under the full and complete control and direction of the Executive and the Board of Directors of the Company.

4. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote substantially all his working time, ability and attention to the business of the Company during the term of this Agreement; provided, however, that this Section 4 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board of Directors. Under no circumstances may the Executive engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Company.

5. COMPENSATION.

(a) ANNUAL SALARY. For services rendered under this Agreement, the Executive shall be entitled to receive as base compensation an Annual Salary at an initial rate of $250,000 per year. The Executive’s Annual Salary shall be reviewed thereafter by the Board of Directors at least once annually and may be adjusted at the discretion of the Board of Directors in accordance with the Company’s then-current compensation policies and practices and other factors deemed relevant by the Board of Directors; provided, that at no time shall the Annual Salary be less than the Executive’s Annual Salary in the prior calendar year. Annual Salary shall be subject to withholding and other applicable taxes and payroll deductions and payable in substantially equal bi-weekly installments or such other more frequent intervals as may be determined by the Company as payroll policy for senior executives.

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(b) INCENTIVE COMPENSATION. The Executive shall be eligible for annual incentive awards under and in accordance with the terms of the incentive bonus plan that shall be established by the Company for the benefit of the Executive (or senior executives generally), based on achievement of performance goals and other criteria set forth in such incentive plan (including annual operating profit targets). Subject to meeting such goals, criteria and targets, such as for adjusted annual operating profit, the annual incentive award under the plan shall range from twenty-five percent (25%) of the Executive’s Annual Salary to a maximum of sixty-two and one-half percent (62.5%) of the Executive’s Annual Salary, unless otherwise determined by the Board of Directors, in its sole discretion. In addition, the Executive will be eligible to participate in any stock option, stock bonus, and/or other equity compensation plans maintained by the Company.

6. BENEFITS, VACATION TIME, EXPENSES AND PERQUISITES.

(a) EMPLOYEE BENEFIT PLANS. During the term of this Agreement, the Executive shall be entitled to participate in all employee benefit plans made available from time to time by the Company to its senior executives, including, but not limited to, pension, 401(k), supplemental retirement income, medical and health-and-accident plans and arrangements, subject to and on a basis consistent with the terms and conditions of, and the Company rules and regulations pertaining to such plans and arrangements, and any limitations or qualifications imposed by any applicable governmental body.

(b) VACATION. During the term of this Agreement, the Executive shall be entitled to the number of vacation days in each calendar year determined by the Company from time to time for its senior executives; provided, however, that the number of days of vacation in any calendar year shall not be less than four (4) weeks. Such entitlement shall be subject to all rules and policies concerning vacation as shall be applicable to all employees from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its employees.

(c) REIMBURSABLE GENERAL EXPENSES. During the term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies and procedures established from time to time by the Company for its senior executives) in performing services hereunder, provided that the Executive first properly accounts therefore in accordance with such policies and procedures.

(d) MISCELLANEOUS. The Executive shall receive, as additional compensation from the Company, an expense payment of $3,000 per month.

7. INDEMNIFICATION. The Company shall indemnify the Executive to the fullest extent permitted in accordance with Nevada law and the terms of the Company’s policy relating to the indemnification of officers, directors, employees and committee members. The Executive’s right to indemnification provided herein is not exclusive of any other rights of indemnification to which the Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise and shall continue beyond the term of this Agreement.

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8. UNAUTHORIZED DISCLOSURE. During the term of this Agreement or at any later time, the Executive shall not, without the written consent of a duly authorized executive officer of the Company, disclose to any person (including an employee of the Company or a subsidiary of the Company), other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, any material confidential information obtained by him while in the employ of the Company or operating unit with respect to any of the services, products, improvements, formulas, designs or styles, processes, trade secrets, customers, methods of distribution or business practices (the “Confidential Information”), the disclosure of which reasonably would be expected to materially damage the Company; provided, however, that for purposes of this Agreement, Confidential Information shall not include information disclosed to the Executive’s personal advisors incident to the Executive’s personal affairs, any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. Upon the termination of the Executive’s employment with the Company, for whatever reason, the Executive shall immediately return to the Company all originals and copies of any and all documents containing any Confidential Information.

The Executive agrees that any and all ideas, including but not limited to, computer software programs, inventions, processes, new methods of processing/production, reports or other work products and materials created or generated during the Executive’s employment by the Company shall become and remain the sole and exclusive property of the Company. The Executive further agrees that the Executive will have no interest in the Confidential Information of the Company, including without limitation, no interest in the know-how, copyright, trademarks or trade names, notwithstanding the fact that the Executive may have created or contributed to the Confidential Information. The Executive waives any rights that the Executive may have with respect to the Confidential Information. The Executive agrees to immediately disclose to the Company all Confidential Information developed in whole or in part by the Executive during the Executive’s term of employment with the Company and to assign to the Company any right, title, or interest the Executive may have in the Confidential Information. The Executive agrees to execute any instruments and do all other things reasonably requested by the Company, both during and after the Executive’s employment with the Company, in order to vest more fully in the Company all ownership rights in those items transferred by the Executive to the Company.

9. RESTRICTIVE COVENANTS.

(a) NONCOMPETITION. The Executive shall not, directly or indirectly, within the United States of America, enter into or engage generally in direct or indirect competition with the Company in the business of market research and related analytical and consulting services, either directly or indirectly as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder (except as an incidental shareholder), employee or agent for any person, for a period of one (1) year after the date of termination of his employment. The existence of any material claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than for nonpayment of monies owed the Executive, shall not constitute a defense to the enforcement by the Company of this covenant. The Executive acknowledges and agrees that enforcement of this covenant not to compete will not prevent him from earning a livelihood and that any breach of the restrictions set forth in this paragraph will result in irreparable injury to the Company for which it shall have no adequate remedy at law, and that therefore the Company shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

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(b) RETURN OF MATERIALS. Upon termination of employment with the Company for any reason, the Executive shall immediately deliver to the Company all correspondence, manuals, letters, notes, notebooks, reports and any other documents and tangible items containing or constituting confidential information about the Company maintained at his office and shall promptly deliver all said materials held by him at other locations.

(c) NONSOLICITATlON OF EMPLOYEES. The Executive shall not entice or solicit, directly or indirectly, any other executives or key management personnel of the Company to leave the employ of the Company to work with the Executive or any entity with which the Executive has affiliated for a period of one (1) year following the Executive’s termination of employment with the Company for any reason.

(d) NONSOLICITATION OF CUSTOMERS. The Executive shall not entice or solicit, directly or indirectly, any client or customer of the Company for a period of one (1) year following the Executive’s termination of employment with the Company for any reason.

(e) ASSIGNMENT AND SUCCESSORS. The parties to this Agreement acknowledge that the covenants and terms of this Agreement are intended to benefit not only the Company but its successors, subsidiaries and affiliates as well. Therefore, the Executive agrees that this Agreement may be assigned by the Company to any person, partnership, corporation or other entity which purchases the Company or is purchased by the Company, as well as to any subsidiary or affiliate of the Company. These persons and entities shall succeed to the rights and obligations of this Agreement and may enforce the terms of this Agreement in his/its own behalf or in the name of the Company. The Executive may not assign his obligations under this Agreement to any other party.

10. REMEDY. The Executive acknowledges and agrees that any breach of the restrictions set forth in Sections 8 and 9 will result in irreparable injury to the Company for which it may have no meaningful remedy in law and the Company shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining such injunction, the Company shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of costs incurred in securing a qualified replacement for any employee enticed away from the Company by the Executive. Further, the Company shall be entitled to set off against or obtain reimbursement from the Executive of any payments owed or made to the Executive by the Company hereunder.

11. TERMINATION.

(a) VOLUNTARY TERMINATION OR DEATH. The Executive’s employment hereunder shall terminate upon his voluntary termination or death.

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(b) TERMINATION DUE TO DISABILITY. If the Executive incurs a Disability, the Company shall have the option to terminate this Agreement by giving written notice of termination to the Executive.

(c) TERMINATION FOR CAUSE. The Company may terminate the Executive’s employment hereunder for Cause.

12. PAYMENTS UPON TERMINATION.

(a) If the Executive’s employment shall be terminated because of voluntary termination by Executive (including retirement), death, Disability or for Cause, the Company shall pay the Executive or his guardian or estate his pro rata Annual Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to Executive at the date of termination. Further, should termination occur because of retirement, death or Disability, the Company shall pay the Executive, or his guardian or estate, at the end of the fiscal year in which the termination occurred, a prorated award under any incentive bonus plan in which the Executive participates. Other than as specifically set forth herein, the Company shall have no obligation to provide payments of benefits beyond what the Executive (or his beneficiary) is entitled to under the terms and conditions of the various compensation and benefit plans and arrangements maintained by the Company.

(b) If the Executive’s employment is terminated by the Company other than for the reasons or circumstances set forth under Sections 11(a), (b) or (c) hereof or as contemplated in Section 12(c) below, then (i) the Executive shall have the option upon written notice to the Company within ten (10) days of such termination to declare this Agreement to be terminated, null and void and of no further effect (and, if the Agreement is so terminated, neither Executive nor Company shall have any further duty, obligation or liability to each other, except for Company’s obligation to pay Executive his pro-rated Annual Salary through the employment termination date and any other amounts owing to the Executive at such employment termination date), or (ii) if the Executive does not so terminate this Agreement, the Company shall continue to pay the Executive his Annual Salary bi-weekly pursuant to the Company’s regular payroll practices for a period (the “Payment Period”) commencing on the effective date of the Executive’s termination of employment (the “Termination Date”) and ending on the third anniversary of the Termination Date, and in the event this option “(ii)” is selected by the Executive the covenanted time periods in above sections 9(a), (c) and (d) shall be three (3) years, not one (1) year. In addition, the Company shall also maintain in full force and effect (and the Executive shall remain a participant in), for the duration of the Payment Period (or until the Executive’s death, if earlier), all disability, medical and health and accident plans and arrangements to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is permitted under the general terms and conditions and rules and regulations of such plans and arrangements. During such period of continued participation, the Executive shall remain subject to the same cost sharing requirements as are applicable to all Senior Executives. If the Executive’s participation in any health and accident, medical, or disability plan or arrangement is barred, the Company shall obtain and pay for, on Executive’s behalf, individual insurance plans, policies or programs which provide to Executive health, medical, and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. In addition, any and all outstanding stock options and/or other Company equity awards or grants held by the Executive shall become immediately vested and exercisable.

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(c) If termination occurs as a result of expiration or nonrenewal of the Agreement, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages except as provided under law. The Executive will be permitted to exercise vested options and/or other equity grants or awards as prescribed in the agreements governing those options, grants and/or other awards.

13. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this Agreement by either the Company or Executive resulting in damages to either party, that party may recover from the party breaching the Agreement any and all costs and damages, including reasonable attorney’s fees that may be incurred or sustained.

14. NOTICE. For the purposes of this Agreement, notices and all other communications shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	Richard Serrins
	2000 Sam Rittenberg Boulevard
	Suite 3007
	Charleston, SC 29407
If to the Company:	Gary Stein, Esquire
	MR2 Group, Inc.
	101 Convention Center Drive
	Plaza 125
	Las Vegas, Nevada 89109

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon actual receipt.

15. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Executive and his heirs and personal representatives, and the Company and any successor to the Company.

16. ENFORCEMENT OF SEPARATE PROVISIONS. Should any provision of this Agreement be ruled unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

17. SUCCESSOR LIABILITY. The Company shall require any subsequent successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company to assume expressly and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The Company’s failure to do so will be a breach of this Agreement. This Agreement shall be assigned to and assumed by such a successor. Notwithstanding anything else in this Agreement to the contrary, the Company shall remain liable for each of the obligations of the Company under this Agreement despite any such successor to the Company being an Affiliate of MR2.

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18. AMENDMENT. This Agreement may be amended by mutual agreement of the parties in writing without the consent of any other person.

19. ARBITRATION. In the event that any disagreement or dispute shall arise between the parties concerning this Agreement, the issue(s) will be submitted to binding arbitration in Clark County, Nevada pursuant to the National Rules for the Settlement of Employment Disputes then in effect of the American Arbitration Association. Any award entered shall be final and binding upon the parties hereto and judgment upon the award may be entered in any court having jurisdiction thereof. Attorneys’ fees and administrative court costs associated with such actions shall be paid by the Company.

20. NO MITIGATION. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking employment or otherwise, nor will any amounts or benefits payable or provided hereunder be reduced in the event that he does secure employment, except as otherwise provided herein.

21. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. If the Executive dies prior the expiration of his term of employment hereunder, any moneys that may be due him from the Company under this Agreement as of the date of death shall be paid to the executor, administrator, or other personal representative of the Executive’s estate.

22. LAW GOVERNING. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any conflict of laws provisions.

23. CAPTIONS; PRONOUNS. All captions are for convenience only and do not form a substantive part of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

ATTEST:	ACQUISITION CORP 1
	By:
	Name:
	Title:
WITNESS:	RICHARD SERRINS

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EX-10.26

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made on the _____ day of June, 2018, between ACQUISITION CORP 1 (the “Company”) and ROBERT PASCALE (the “Executive”).

WHEREAS, the Company desires to employ the Executive as the Vice President and Chief Analytics Officer of the Company under the terms and conditions set forth in this Agreement; and

WHEREAS, the Executive desires to serve the Company as the Vice President and Chief Analytics Officer under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and intending to be legally bound hereby, the parties agree as follows:

1. DEFINITIONS. The following definitions shall apply in this Agreement:

(a) “Anniversary Date” shall mean the first anniversary of the Effective Date, and the anniversary of the Effective Date of each successive year.

(b) “Annual Salary” shall be the stated base cash compensation defined in Section 5(a) without regard to any elective deferral or salary reduction plan or program of the Company.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(d) “Cause” shall mean that the Executive (i) continuously failed or refused to substantially perform assigned job duties and responsibilities with diligence and competence, other than any such failure resulting from the Executive’s incapacity due to physical or mental illness; (ii) engaged in fraudulent conduct against the Company; (iii) is convicted of a felony or other crime that affects the Executive’s suitability for employment; or (iv) engaged in gross negligent or willful misconduct relating to the business of the Company. The determination of the existence of Cause shall be made in the reasonable judgment of the Board of Directors.

(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f) “Disability” shall mean a permanent disability within the meaning of the long-term disability insurance plan maintained by the Company.

(g) “Effective Date” shall mean the effective date of the Initial Public Offering of MR2 Group, Inc.

2. TERM OF AGREEMENT, RENEWAL AND CANCELLATION. This Agreement shall initially be effective for a three-year term beginning on the Effective Date and ending on the day before the third anniversary thereof. The term of this Agreement will automatically renew on the initial Anniversary Date and on each subsequent Anniversary Date for an additional three-year period unless, at least ninety (90) days prior to the first Anniversary Date within the then current term, either party shall give written notice of nonrenewal to the other, in which event this Agreement shall terminate at the end of the three-year period then in effect. For example, assuming the initial contract period commences on June 1, 2018, it shall continue through May 31, 2021. On June 1, 2019, the term of this Agreement extends to May 31, 2022. On June 1, 2020, the term of this Agreement extends to May 31, 2023 unless one of the parties provides a written notice of intent not to renew the Agreement at least 90 days prior to June 1, 2020. In the event of a material breach or default by the Company of its obligations under Section 1.5 and/or Section 2.11 of the Asset Purchase Agreement of even date herewith by and between the Company and Marketing Analysts, LLC (the “APA”), which such breach or default is not cured by the Company within thirty (30) days of the Company’s receipt of written notice of the occurrence of such breach or default, the Executive shall have the option upon written notice to the Company within sixty (60) days of such uncured notice of breach or default to declare this Agreement to be terminated, null and void and of no further effect and the Executive shall not have any duty, obligation or liability to the Company hereunder.

3. POSITION AND DUTIES. The Executive shall serve as the Vice President and Chief Analytics Officer of the Company reporting to the President. As the Vice President and Chief Analytics Officer, the Executive shall perform the duties and responsibilities of that office and shall have such other powers and duties as may from time to time be prescribed by the President, provided that such duties are consistent with the position of a Vice President and Chief Analytics Officer.

4. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote substantially all his working time, ability and attention to the business of the Company during the term of this Agreement; provided, however, that this Section 4 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board of Directors. Under no circumstances may the Executive engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Company.

5. COMPENSATION.

(a) ANNUAL SALARY. For services rendered under this Agreement, the Executive shall be entitled to receive as base compensation an Annual Salary at an initial rate of $200,000 per year. The Executive’s Annual Salary shall be reviewed thereafter by the Board of Directors at least once annually and may be adjusted at the discretion of the Board of Directors in accordance with the Company’s then-current compensation policies and practices and other factors deemed relevant by the Board of Directors; provided, that at no time shall the Annual Salary be less than the Executive’s Annual Salary in the prior calendar year. Annual Salary shall be subject to withholding and other applicable taxes and payroll deductions and payable in substantially equal bi-weekly installments or such other more frequent intervals as may be determined by the Company as payroll policy for senior executives.

(b) INCENTIVE COMPENSATION. The Executive shall be eligible for annual incentive awards under and in accordance with the terms of the incentive bonus plan that shall be established by the Company for the benefit of the Executive (or senior executives generally), based on achievement of performance goals and other criteria set forth in such incentive plan (including annual operating profit targets). Subject to meeting such goals, criteria and targets, such as for adjusted annual operating profit, the annual incentive award under the plan shall range from twenty-five percent (25%) of the Executive’s Annual Salary to a maximum of sixty-two and one-half percent (62.5%) of the Executive’s Annual Salary, unless otherwise determined by the Board of Directors, in its sole discretion. In addition, the Executive will be eligible to participate in any stock option, stock bonus, and/or other equity compensation plans maintained by the Company.

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6. BENEFITS, VACATION TIME, EXPENSES AND PERQUISITES.

(a) EMPLOYEE BENEFIT PLANS. During the term of this Agreement, the Executive shall be entitled to participate in all employee benefit plans made available from time to time by the Company to its senior executives, including, but not limited to, pension, 401(k), supplemental retirement income, medical and health-and-accident plans and arrangements, subject to and on a basis consistent with the terms and conditions of, and the Company rules and regulations pertaining to such plans and arrangements, and any limitations or qualifications imposed by any applicable governmental body.

(b) VACATION. During the term of this Agreement, the Executive shall be entitled to the number of vacation days in each calendar year determined by the Company from time to time for its senior executives; provided, however, that the number of days of vacation in any calendar year shall not be less than four (4) weeks. Such entitlement shall be subject to all rules and policies concerning vacation as shall be applicable to all employees from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its employees.

(c) REIMBURSABLE GENERAL EXPENSES. During the term of this Agreement, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies and procedures established from time to time by the Company for its senior executives) in performing services hereunder, provided that the Executive first properly accounts therefore in accordance with such policies and procedures.

(d) MISCELLANEOUS. The Executive shall receive, as additional compensation from the Company, an expense payment of $3,000 per month.

7. INDEMNIFICATION. The Company shall indemnify the Executive to the fullest extent permitted in accordance with Nevada law and the terms of the Company’s policy relating to the indemnification of officers, directors, employees and committee members. The Executive’s right to indemnification provided herein is not exclusive of any other rights of indemnification to which the Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise and shall continue beyond the term of this Agreement.

8. UNAUTHORIZED DISCLOSURE. During the term of this Agreement or at any later time, the Executive shall not, without the written consent of a duly authorized executive officer of the Company, disclose to any person (including an employee of the Company or a subsidiary of the Company), other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, any material confidential information obtained by him while in the employ of the Company or operating unit with respect to any of the services, products, improvements, formulas, designs or styles, processes, trade secrets, customers, methods of distribution or business practices (the “Confidential Information”), the disclosure of which reasonably would be expected to materially damage the Company; provided, however, that for purposes of this Agreement, Confidential Information shall not include information disclosed to the Executive’s personal advisors incident to the Executive’s personal affairs, any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. Upon the termination of the Executive’s employment with the Company, for whatever reason, the Executive shall immediately return to the Company all originals and copies of any and all documents containing any Confidential Information.

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The Executive agrees that any and all ideas, including but not limited to, computer software programs, inventions, processes, new methods of processing/production, reports or other work products and materials created or generated during the Executive’s employment by the Company shall become and remain the sole and exclusive property of the Company. The Executive further agrees that the Executive will have no interest in the Confidential Information of the Company, including without limitation, no interest in the know-how, copyright, trademarks or trade names, notwithstanding the fact that the Executive may have created or contributed to the Confidential Information. The Executive waives any rights that the Executive may have with respect to the Confidential Information. The Executive agrees to immediately disclose to the Company all Confidential Information developed in whole or in part by the Executive during the Executive’s term of employment with the Company and to assign to the Company any right, title, or interest the Executive may have in the Confidential Information. The Executive agrees to execute any instruments and do all other things reasonably requested by the Company, both during and after the Executive’s employment with the Company, in order to vest more fully in the Company all ownership rights in those items transferred by the Executive to the Company.

9. RESTRICTIVE COVENANTS.

(a) NONCOMPETITION. The Executive shall not, directly or indirectly, within the United States of America, enter into or engage generally in direct or indirect competition with the Company in the business of market research and related analytical and consulting services, either directly or indirectly as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder (except as an incidental shareholder), employee or agent for any person, for a period of one (1) year after the date of termination of his employment. The existence of any material claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, other than for nonpayment of monies owed the Executive, shall not constitute a defense to the enforcement by the Company of this covenant. The Executive acknowledges and agrees that enforcement of this covenant not to compete will not prevent him from earning a livelihood and that any breach of the restrictions set forth in this paragraph will result in irreparable injury to the Company for which it shall have no adequate remedy at law, and that therefore the Company shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

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(b) RETURN OF MATERIALS. Upon termination of employment with the Company for any reason, the Executive shall immediately deliver to the Company all correspondence, manuals, letters, notes, notebooks, reports and any other documents and tangible items containing or constituting confidential information about the Company maintained at his office and shall promptly deliver all said materials held by him at other locations.

(c) NONSOLICITATlON OF EMPLOYEES. The Executive shall not entice or solicit, directly or indirectly, any other executives or key management personnel of the Company to leave the employ of the Company to work with the Executive or any entity with which the Executive has affiliated for a period of one (1) year following the Executive’s termination of employment with the Company for any reason.

(d) NONSOLICITATION OF CUSTOMERS. The Executive shall not entice or solicit, directly or indirectly, any client or customer of the Company for a period of one (1) year following the Executive’s termination of employment with the Company for any reason.

(e) ASSIGNMENT AND SUCCESSORS. The parties to this Agreement acknowledge that the covenants and terms of this Agreement are intended to benefit not only the Company but its successors, subsidiaries and affiliates as well. Therefore, the Executive agrees that this Agreement may be assigned by the Company to any person, partnership, corporation or other entity which purchases the Company or is purchased by the Company, as well as to any subsidiary or affiliate of the Company. These persons and entities shall succeed to the rights and obligations of this Agreement and may enforce the terms of this Agreement in his/its own behalf or in the name of the Company. The Executive may not assign his obligations under this Agreement to any other party.

10. REMEDY. The Executive acknowledges and agrees that any breach of the restrictions set forth in Sections 8 and 9 will result in irreparable injury to the Company for which it may have no meaningful remedy in law and the Company shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining such injunction, the Company shall be entitled to pursue reimbursement from the Executive and/or the Executive’s employer of costs incurred in securing a qualified replacement for any employee enticed away from the Company by the Executive. Further, the Company shall be entitled to set off against or obtain reimbursement from the Executive of any payments owed or made to the Executive by the Company hereunder.

11. TERMINATION.

(a) VOLUNTARY TERMINATION OR DEATH. The Executive’s employment hereunder shall terminate upon his voluntary termination or death.

(b) TERMINATION DUE TO DISABILITY. If the Executive incurs a Disability, the Company shall have the option to terminate this Agreement by giving written notice of termination to the Executive.

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(c) TERMINATION FOR CAUSE. The Company may terminate the Executive’s employment hereunder for Cause.

12. PAYMENTS UPON TERMINATION.

(a) If the Executive’s employment shall be terminated because of voluntary termination by Executive (including retirement), death, Disability or for Cause, the Company shall pay the Executive or his guardian or estate his pro rata Annual Salary through the date of termination at the rate in effect at the time of termination and any other amounts owing to Executive at the date of termination. Further, should termination occur because of retirement, death or Disability, the Company shall pay the Executive, or his guardian or estate, at the end of the fiscal year in which the termination occurred, a prorated award under any incentive bonus plan in which the Executive participates. Other than as specifically set forth herein, the Company shall have no obligation to provide payments of benefits beyond what the Executive (or his beneficiary) is entitled to under the terms and conditions of the various compensation and benefit plans and arrangements maintained by the Company.

(b) If the Executive’s employment is terminated by the Company other than for the reasons or circumstances set forth under Sections 11(a), (b) or (c) hereof or as contemplated in Section 12(c) below, then (i) the Executive shall have the option upon written notice to the Company within ten (10) days of such termination to declare this Agreement to be terminated, null and void and of no further effect (and, if the Agreement is so terminated, neither Executive nor Company shall have any further duty, obligation or liability to each other, except for Company’s obligation to pay Executive his pro-rated Annual Salary through the employment termination date and any other amounts owing to the Executive at such employment termination date), or (ii) if the Executive does not so terminate this Agreement, the Company shall continue to pay the Executive his Annual Salary bi-weekly pursuant to the Company’s regular payroll practices for a period (the “Payment Period”) commencing on the effective date of the Executive’s termination of employment (the “Termination Date”) and ending on the third anniversary of the Termination Date, and in the event this option “(ii)” is selected by the Executive the covenanted time periods in above sections 9(a), (c) and (d) shall be three (3) years, not one (1) year. In addition, the Company shall also maintain in full force and effect (and the Executive shall remain a participant in), for the duration of the Payment Period (or until the Executive’s death, if earlier), all disability, medical and health and accident plans and arrangements to which the Executive was entitled prior to the date of termination, if the Executive’s continued participation is permitted under the general terms and conditions and rules and regulations of such plans and arrangements. During such period of continued participation, the Executive shall remain subject to the same cost sharing requirements as are applicable to all Senior Executives. If the Executive’s participation in any health and accident, medical, or disability plan or arrangement is barred, the Company shall obtain and pay for, on Executive’s behalf, individual insurance plans, policies or programs which provide to Executive health, medical, and disability insurance coverage which is equivalent to the insurance coverage to which Executive was entitled prior to the date of termination. In addition, any and all outstanding stock options and/or other Company equity awards or grants held by the Executive shall become immediately vested and exercisable.

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(c) If termination occurs as a result of expiration or nonrenewal of the Agreement, the Executive will not be entitled to receive any severance payments or continuation of benefit coverages except as provided under law. The Executive will be permitted to exercise vested options and/or other equity grants or awards as prescribed in the agreements governing those options, grants and/or other awards.

13. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this Agreement by either the Company or Executive resulting in damages to either party, that party may recover from the party breaching the Agreement any and all costs and damages, including reasonable attorney’s fees that may be incurred or sustained.

14. NOTICE. For the purposes of this Agreement, notices and all other communications shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	Robert Pascale
	2000 Sam Rittenberg Boulevard
	Suite 3007
	Charleston, SC 29407
If to the Company:	Gary Stein, Esquire
	MR2 Group, Inc.
	101 Convention Center Drive
	Plaza 125
	Las Vegas, Nevada 89109

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon actual receipt.

15. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon the Executive and his heirs and personal representatives, and the Company and any successor to the Company.

16. ENFORCEMENT OF SEPARATE PROVISIONS. Should any provision of this Agreement be ruled unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

17. SUCCESSOR LIABILITY. The Company shall require any subsequent successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company to assume expressly and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The Company’s failure to do so will be a breach of this Agreement. This Agreement shall be assigned to and assumed by such a successor. Notwithstanding anything else in this Agreement to the contrary, the Company shall remain liable for each of the obligations of the Company under this Agreement despite any such successor to the Company being an Affiliate (as defined in the APA) of MR2 Group, Inc.

18. AMENDMENT. This Agreement may be amended by mutual agreement of the parties in writing without the consent of any other person.

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19. ARBITRATION. In the event that any disagreement or dispute shall arise between the parties concerning this Agreement, the issue(s) will be submitted to binding arbitration in Clark County, Nevada pursuant to the National Rules for the Settlement of Employment Disputes then in effect of the American Arbitration Association. Any award entered shall be final and binding upon the parties hereto and judgment upon the award may be entered in any court having jurisdiction thereof. Attorneys’ fees and administrative court costs associated with such actions shall be paid by the Company.

20. NO MITIGATION. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking employment or otherwise, nor will any amounts or benefits payable or provided hereunder be reduced in the event that he does secure employment, except as otherwise provided herein.

21. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. If the Executive dies prior the expiration of his term of employment hereunder, any moneys that may be due him from the Company under this Agreement as of the date of death shall be paid to the executor, administrator, or other personal representative of the Executive’s estate.

22. LAW GOVERNING. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any conflict of laws provisions.

23. CAPTIONS; PRONOUNS. All captions are for convenience only and do not form a substantive part of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written.

ATTEST:	ACQUISITION CORP 1
	By:
	Name:
	Title:
WITNESS:	ROBERT PASCALE

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EX-10.27

LEASE AGREEMENT
(Multi-Tenant Office)

LEASE AGREEMENT

Multi-Tenant Office

INDEX

Section	Description
1.	Summary of Terms and Certain Definitions.
2.	Premises
3.	Acceptance of Premises
4.	Use; Compliance.
5.	Term
6.	Minimum Annual Rent
7.	Operation of Property; Payment of Expense
8.	Signs
9.	Alterations and Fixtures
10.	Mechanics’ Liens
11.	Landlord’s Right to Relocate Tenant; Right of Entry
12.	Damage by Fire or Other Casualty.
13.	Condemnation.
14.	Non-Abatement of Rent
15.	Indemnification of Landlord
16.	Waiver of Claims
17.	Quiet Enjoyment
18.	Assignment and Subletting.
19.	Subordination: Mortgagee’s Rights.
20.	Recording; Tenant’s Defaults
21.	Surrender; Abandoned Property
22.	Curing Tenant’s Defaults
23.	Defaults - Remedies.
24.	Representation of Tenant
25.	Liability of Landlord
26.	Interpretation; Definitions.
27.	Notices
28.	Security Deposit

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THIS LEASE AGREEMENT is made by and between Charlotte D. Harrell, LLC, a South Carolina limited liability company (“LANDLORD”) with its physical address at 2000 Sam Rittenberg Blvd, Suite 124, Charleston, SC 29407, and all correspondence in regard to tills Agreement being sent to C/O Caldwell Commercial, LLC, P.O. Box 1504, Ml. Pleasant, SC 29465 and Marketing Analysts, LLC d/b/a MAi Research, LLC, a South Carolina limited liability company (“TENANT”) with its address at 238 Albemarle Road, Charleston, SC 29407, and is dated as of the date on which this Lease has been fully executed by landlord and Tenant.

1       Summary of Terms and Certain Definitions,

(a)	“BUILDING”: (Section 2)	Approximate rentable square feel: 29,249 Suite: 3007
(b)	“PREMISES”: (§2)	Approximate rentable square feet: 1,965 Address: 2000 Sam Rittenberg Blvd., Suite 3007, Charleston, SC 29407
(c)	“TERM”: (§5)	Sixty One (61) months plus any partial month from the Commencement Date until the first day of the first full calendar month during the Term

(i)       “COMMENCEMENT DATE”: September 28, 2015, or upon issuance of a Certificate of Occupancy for the space. In no event shall the Commencement Date he later than the date on which the Tenant occupies the space.

(ii)       “RENT COMMENCEMENT DATE”: November 1, 2015 or as of the thirtieth (30^th) day following the Commencement Date.

(iii)       “EXPIRATION DATE”: October 31, 2020, or on the last day of the sixtieth (60^th) full month of the initial Term of this Lease.

(d)        Minimum Rent (§6) & Operating Expenses (§7)

(i)       “MINIMUM ANNUAL RENT”: $35,124.43 (Thirty Five Thousand One Hundred Twenty Four and 43/100 Dollars), payable in monthly installments of $3,193.13 (Three Thousand One Hundred Ninety Three and 13/100 Dollars), increased as follows:

SF		Year		Rate/SF		Annual Rent		Monthly Rent
	1,965		1 (11 mos.)	$	19.50	$	35,124.43	$	3,193.13
			2	$	20.09	$	39,476.85	$	3,289.74
			3	$	20.69	$	40,655.85	$	3,387.99
			4	$	21.31	$	41,874.15	$	3,489.5125
			5	$	21.95	$	43,131.75	$	3,594.31
			6 (1 mo.)	$	22.61	$	3,702.39	$	3,702.39

(ii) Estimated “ANNUAL OPERATING EXPENSES”: The Minimum Annual Rent and monthly installments set forth above include Seven and 01/100 Dollars ($7.01) per rentable square foot, subject to adjustment (§7(a)), for Tenant’s Operating Expense contribution.

(e) “PROPORTIONATE SHARE” (§7(a)): 6.7% (Ratio of approximate rentable square feet in the Premises to approximate rentable square feet in the Building)

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(f)	“USE” (§4) General office purposes (excluding any “place of public accommodation”)
(g)	“SECURITY DEPOSIT” (§28): $3,193.13 (Three Thousand One Hundred Ninety Three and 13/100 Dollars)
(h)	CONTENTS: This Lease consists of the Index, Sections 1- 28 and the following, all of which are attached hereto and made a part of this Lease;

Exhibits;	“A” - Plan Showing Premises	“C” - Building Rules
	“AT” - Improved Premises Floor Plan	“D” - Cleaning Schedule
	“A-2” - Landlord Work/Tl Specs	“E” - Estoppel Certificate Form
	“B” - Commencement Certificate Form

2.       Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises as shown as attached Exhibit “A” within the Building (the Building and the lot on which it is located, the “PROPERTY”), together with the non-exclusive right with Landlord and other occupants of the Building to use all areas and facilities provided by Landlord for the use of all tenants in the Property including any lobbies, hallways, driveways, sidewalks and parking, loading and landscaped areas (the “COMMON AREAS”). Notwithstanding the foregoing, the Landlord shall complete the work described on Exhibit “A-2” necessary to improve the Premises (collectively, the “LANDLORD’S WORK”), as such improvements are depicted on Exhibit “A-1”. In addition the Landlord Work, Landlord shall cause additional air conditioning returns to be installed in the new offices being constructed and to relocate certain electrical outlets in accordance with Tenant’s reasonable requests. Landlord agrees at its cost and expense to complete the Landlord’s Work and to deliver possession of the Premises to Tenant in a substantially completed condition and in compliance with all applicable laws and regulations. Landlord anticipates that it will substantially complete the Landlord’s Work on or before September 28,2015, If Landlord fails to complete the Landlord’s Work by November 1,2015, as the same may be extended for delays caused by Force Majeure or Tenant, then the commencement of payment of Minimum Annual Rent shall be delayed by one (1) day for each day that delivery of possession of the Premises is delayed beyond November 1, 2015, If Landlord fails to complete the Landlord’s Work by December 1, 2015, as the same may be extended for delays caused by Force Majeure or Tenant, Tenant shall have the option of canceling and terminating this Lease by giving notice in writing to Landlord at any time prior to die date on which Landlord delivers of possession of the Premises to Tenant, In the event this Lease is so terminated, Tenant shall not be liable to Landlord on account of any covenant or obligation herein contained, and any security deposit shall be refunded to Tenant. For the purposes of this Lease, “Force Majeure” shall mean strikes, lock-outs, riots or other labor troubles, unavailability of materials, a national emergency, any rule, order or regulation of governmental authorities, tornados, floods, hurricanes or other natural disaster, or Acts of God, or other similar causes not within the Landlord’s control

3.       Acceptance of Premises. Tenant has examined and knows the condition of the Property, the zoning, streets, sidewalks, parking areas, curbs and access ways adjoining it, visible easements, any surface conditions and the present uses, and Tenant accepts them in the condition in which they now are, without relying on any representation, covenant or warranty by Landlord, Tenant and its agents shall have the right, at Tenant’s own risk, expense and responsibility, at all reasonable times prior to the Commencement Date, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that the Premises are vacant and Tenant obtains Landlord’s prior written consent.

4.       Use; Compliance.

(a) Permitted Use. Tenant shall occupy and use the Premises for and only for die Use specified in Section I (f) above and in such a manner as is lawful, reputable and will not create any nuisance or otherwise interfere with any other tenant’s normal operations or the management of the Building. Without limiting the foregoing, such Use shall exclude any use that would cause the Premises or the Property to be deemed a “place of public accommodation” under the Americans with Disabilities Act (the “ADA”) as further described in the Building Rules (defined below). All Common Areas shall be subject to Landlord’s exclusive control and management at all times. Tenant shall not use or permit the use of any portion of the Common Areas for other than their intended use.

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(b)	Compliance. From and after the Commencement Date, Tenant shall comply promptly, at its sole expense, (including making any alterations or improvements to the Premises, but only the Premises) with all laws (including the ADA), ordinances, notices, orders, rules, regulations and requirements regulating the Property during the Term which impose any duty upon Landlord or Tenant with respect or Tenant’s use, occupancy or alteration of, or Tenant’s installations in or upon, the Property including the Premises, (as the same may be amended, the “LAWS AND REQUIREMENTS” and the building rules attached as Exhibit “C”, as amended by Landlord from time to time, (the “BUILDING RULES”), Provided, however, that Tenant shall not be required to comply with the Laws and Requirements with respect to the footings, foundations, structural steel columns and girders forming a part of the Property unless the need for such compliance is caused by the negligence or willful misconduct of the agents, contractors, licensees or invitees (“AGENTS”) of Tenant With respect to Tenant’s obligations as to the Property, other than the Premises, at Landlord’s option and at Tenant’s expense, Landlord may comply with any repair, replacement or other construction requirements of the Laws and Requirements necessitated by the negligence or willful misconduct of the Tenant’s Agents, and Tenant shall pay to Landlord all costs thereof as additional rent.
(c)	Environmental. Tenant shall comply, at its sole expense, with all Laws and Requirements as set forth above, all manufacturers’ instructions and all requirements of insurers relating to the treatment, production, storage, handling, transfer, processing, transporting, use, disposal and release of hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum products, toxic or radioactive matter (the “RESTRICTED ACTIVITIES”). Tenant shall deliver to Landlord copies of all Material Safety Data Sheets or other written information prepared by manufacturers, importers or suppliers of any chemical and all notices, filings, permits and any other written communications from or to Tenant and any entity regulating any Restricted Activities.
(d)	Notice. If at any time during or after the Term, Tenant becomes aware of any inquiry, investigation or proceeding regarding the Restricted Activities or becomes aware of any claims, actions or investigations regarding the ADA, Tenant shall give Landlord written notice, within 5 days after first learning thereof, providing all available information and copies of any notices.

5.       Term. The term of this Lease shall commence on the Commencement Date and shall end at 11:59 p.m. on the last day of the Term (the “EXPIRATION DATE”), without the necessity for notice from either party, unless sooner terminated in accordance with the terms hereof. At Landlord’s request, Tenant shall confirm the Commencement Date and Expiration Date by executing a lease commencement certificate in the form attached as Exhibit “B”.

6.       Minimum Annual Rent. Tenant agrees to pay to Landlord the Minimum Annual Rent in equal monthly installments in the amount set forth in Section 1(d) (as increased at the beginning of each lease year as set forth in Section 1(d)), in advance, on the first day of each calendar month during the Term, without notice, demand or setoff, at Landlord’s address designated at the beginning of this Lease unless Landlord designates otherwise; provided that rent for the first full month shall be paid at the signing of this Lease. If the Commencement Date falls on a day other than the first day of a calendar month, the rent shall be apportioned pro rata on a per diem basis for the period from the Commencement Date. As used in tills Lease, the term “lease year” means the period from the Commencement Date through the succeeding 12 full calendar mouths (including for the first lease year any partial month from the Commencement Date until the first day of the first full calendar month) and each successive 12 month period thereafter during the Term.

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7. Operation of Property: Payment of Expense.

(a) Payment of Operating Expenses. Tenant shall pay to Landlord the Annual Operating Expenses in equal monthly installments in the amount set forth in Section 1(d) (prorated for any partial month), from the Commencement Date and continuing throughout the Term on the first day of each calendar month during the Term, as additional rent, without notice, demand or setoff, providing that the monthly installment for the first full month shall be paid at the signing of this Lease. Landlord shall apply such payments to the annual operating costs to Landlord of operating and maintaining the Property during each calendar year of the Term, which costs may include by way of example rather than limitation: insurance premiums, fees, impositions, costs for repairs, maintenance, service contracts, management and administrative fees, governmental permits, overhead expenses, costs of furnishing water, sewer, gas, fuel, electricity, other- utility services, janitorial service, trash removal, security services, landscaping and grounds maintenance, and the costs of any other items attributable to operating or maintaining any or all of the Property excluding any costs which under generally accepted accounting principles are capital expenditures; provided, however, that annual operating costs also shall include the annual amortization (over an assumed useful life often years) of the costs (including financing charges) of building improvements made by Landlord to the Property that are required by any governmental authority or for the purpose of reducing operating expenses or directly enhancing the safety of tenants in the Building generally. The amount of the Annual Operating Expenses set forth in Section l(d)(ii), which are included in the Minimum Annual Rent and monthly installments set forth in Section 1(d)(i), represents Landlord’s estimate of Tenant’s share of the estimated operating costs during the first calendar year of die Term on an annualized basis; from time to time Landlord may adjust such estimated amount if the estimated operating costs increase, Tenant’s obligation to pay any reconciliation charges with respect to the Annual Operating Expenses pursuant to Section 7(a)(ii) shall survive the expiration or termination of this Lease.

(i)       Computation of Tenant’s Share of Annual Operating Costs. After the end of each calendar year of the Term, Landlord shall compute Tenant’s share of the annual operating costs described above incurred during such calendar year by (A) calculating an appropriate adjustment, using generally accepted accounting principles, to avoid allocating to Tenant or to any other tenant (as the case may be) those specific costs which Tenant or any other tenant has agreed to pay: (B) calculating an appropriate adjustment, using generally accepted accounting principles, to avoid allocating to any vacant space those specific costs which were not incurred for such space; and (C) multiplying the adjusted annual operating costs by Tenant’s Proportionate Share.

(ii)       Reconciliation. By April 30^th of each year (and as soon as practical after the expiration termination of this Lease or at any time in the event of a sale of the Property), Landlord shall provide Tenant with a statement of the actual amount of such annual operating costs for the preceding calendar year or part thereof. Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. Tenant shall have the right to inspect the books and records used by Landlord in calculating the annual operating costs within 60 days of receipt of the statement during regular business hours after having given Landlord at least 48 hours prior written notice; provided, however, that Tenant shall make all payments of additional rent without delay, and that Tenant’s obligation to pay such additional rent shall not be contingent on any such right.

(b) Impositions. As used in this Lease the term “impositions” refers to ail levies, taxes (including sales taxes and gross receipt taxes) and assessments, which are applicable to the Term, and which are imposed by any authority or under any law, ordinance or regulation thereof, or pursuant, to any recorded covenants or agreements, upon or with respect to the Property or any part thereof, or any improvements thereto.

(i)       Nothing herein contained shall be interpreted as requiring Tenant to pay any income, excess profits or corporate capital stock tax imposed or assessed upon Landlord,

(ii)       If it shall not be lawful for Tenant to reimburse Landlord For any of the impositions, the Minimum Annual Rent shall be increased by the amount of the portion of such imposition allocable to Tenant, unless prohibited by law.

(c) Insurance.

(i) Property. Landlord shall keep in effect insurance against loss or damage to the Building or the Property by fire and such other casualties as may be included within fire, extended coverage and special form insurance covering the full replacement cost of the Building (but excluding coverage of Tenant’s personal property in, and any alterations by Tenant to, the Premises), and such other insurance as Landlord may reasonably deem appropriate or as may be required from time-to-time by any mortgagee.

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(ii)        Liability. Tenant, at its own expense, shall keep in effect comprehensive general public liability insurance with respect to the Premises and the Property, including contractual liability insurance, with such limits of liability for bodily injury (including death) and property damage as reasonably may be required by Landlord from time-to-time, but not less than a combined single limit of $1,000,000 per occurrence and a general aggregate limit of not less than $2,000,000 (which aggregate limit shall apply separately to each of Tenant’s locations if more than the Premises); however, such limits shall not limit the liability of Tenant hereunder. The policy of comprehensive general public liability insurance also shall name Landlord and Landlord’s agent as insured parties with respect to any policies carried by Landlord and that any coverage carried by Landlord shall be excess insurance, shall provide that it shall not be cancelable or reduced without at least 30 days prior written notice to Landlord (except for the nonpayment of any premium, which shall only require 10 days prior written notice) and shall be issued in form satisfactory to Landlord. The insurer shall be a responsible insurance carrier which is authorized to issue such insurances and licensed to do business in the state in which the Property is located and which has at all times during the Term a rating of no less than A VII in the most current edition of Best’s Insurance Reports. Tenant shall deliver to Landlord on or before the Commencement Date, and subsequently renewals of, a certificate of insurance evidencing such coverage and the waiver of subrogation described below.

(iii)       Waiver of Subrogation. Landlord and Tenant shall have included in their respective property insurance policies waivers of their respective insurers’ right of subrogation against the other party. If such a waiver should be unobtainable or unenforceable, then such policies of insurance shall stale expressly that such polices shall not be invalidated if, before a casualty, the insured waives the right of recovery against, any party responsible for a casualty covered by the policy.

(iv)       Increase of Premiums. Tenant agrees not to do anything which will increase the cost of Landlord’s insurance or which will prevent Landlord from procuring policies (including public liability) from companies and in a form satisfactory to Landlord. If any breach of the preceding sentence by Tenant causes the rate of fire or other insurance to be increased, Tenant shall pay the amount of such increase as additional rent promptly upon being billed.

(d)        Repairs and Maintenance: Common Areas; Building Management.

(i)        Tenant at its sole expense shall maintain the Premises in a neat and orderly condition.

(ii)       Landlord, shall make all necessary repairs to the Premises, the Common Areas and any other improvements located on the Property, provided that Landlord shall have no responsibility to make any repair until Landlord received written notice of the need, for such repair. Landlord shall operate and manage the Property and shall maintain all Common Areas and any paved areas appurtenant to the Property in a clean and orderly condition. Landlord reserves the right to make alterations to the Common Areas from time to time.

(iii)       Notwithstanding anything herein to the contrary, repairs and replacements to the Property including the Premises made necessary by Tenant’s use, occupancy or alteration of, or Tenant’s installation in or upon the Properly, or by any act or omission of Tenant or its Agents shall be made at the sole expense of Tenant to the extent not covered by any applicable insurance proceeds paid to Landlord. Tenant shall not bear the expense of any repairs or replacements to the Property arising out of or caused by any other tenant’s use, occupancy or alteration of, or any other tenant’s installation in or upon, the Property or by any act or omission of any other tenant or any other tenant’s Agents.

(e)       Utilities.

(i) Landlord will furnish the Premises with electricity, heating and air conditioning for the normal use and occupancy of the Premises as general offices between 8:00 a.m and 6:00 p.m., Monday through Friday (legal holidays excepted). If Tenant shall require electricity or install electrical equipment including but not limited to electrical heating, refrigeration equipment, electronic data processing machines, or machines or equipment using current in excess of 110 volts, which will in any way increase the amount of electricity usually furnished for use as general office space, or if Tenant shall attempt to use the Premises in such a manner that the services to be furnished by Landlord would be required during periods other than or in addition to business hours referred to above, Tenant will obtain Landlord’s prior written approval and will pay for the resulting additional direct expense, including the expense resulting from the installation of such equipment and meters, as additional rent promptly upon being billed. Landlord shall not be responsible or liable for any interruption in utility service, nor shall such interruption affect the continuation or validity of this Lease.

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(ii)        If at any time utility services supplied to the Premises are separately metered, the cost of installing Tenant’s meter and the cost of such separately metered utility service shall be paid by Tenant promptly upon being billed.

(f)

Janitorial Services. Landlord will provide Tenant with trash removal and janitorial services pursuant to a cleaning schedule attached as Exhibit “D”.

(g)

“Rent” The term “RENT” as used in this Lease means the Minimum Annual Rent, Annual Operating Expenses and any other additional rent or sums payable by Tenant to Landlord pursuant to this Lease, all of which shall be deemed rent for purposes of Landlord’s rights and remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30 days after Tenant is billed, unless otherwise provided in this Lease, and interest shall accrue on all sums due but unpaid.

8.       Signs. Landlord, at Landlord’s expense, will place Tenant’s name and suite number on the Building’s tenant directory in lobby and on or beside the entrance door to the Premises. Except for signs which are located wholly within the interior of the Premises and not visible from the exterior of the Premises, no signs shall be placed on the Property without the prior written consent of Landlord. All signs installed by Tenant shall be maintained by Tenant in good condition and Tenant shall remove all such signs at the termination of this Lease and shall repair any damage caused by such installation, existence or removal.

9. Alterations and Fixtures.

(a)

Subject to Section 10, Tenant shall have the right to install its trade fixtures in the Premises, provided that no such installation or removal thereof shall affect any structural portion of the Property nor any utility lines, communications lines, equipment or facilities in the Building serving any tenant other than Tenant. At the expiration or termination for this Lease and at the option of Landlord or Tenant, Tenant shall remove such installation(s) and, in the event of such removal, Tenant shall repair any damage caused by such installation or removal; if Tenant, with Landlord’s written consent, elects not to remove such installation(s) at die expiration or termination of this Lease, all such installations shall remain on die Property and become the property of Landlord without payment by Landlord.

(b)

Except for non-structural changes which do not exceed $5,000 in the aggregate, Tenant shall not make or permit to be made any alterations to the Premises without Landlord’s prior written consent. Tenant shall pay the costs of any required architectural/engineering reviews. In making any alterations, (i) Tenant shall deliver to Landlord the plans, specifications and necessary permits, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and Landlord’s agent as additional insureds, at least 10 days prior to commencement thereof, (ii) such alterations shall not impair the structural strength of the building or any other improvements or reduce the value of the Property or affect any utility lines, communications lines, equipment or facilities in the Building serving any tenant other than Tenant, (iii) Tenant shall comply with Section 10, and (iv) the occupants of the Building and of any adjoining property shall not be materially disturbed thereby, All alterations to the Premises by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time all such alterations shall remain on the Property and become the property of Landlord without payment by Landlord unless Landlord gives written notice to Tenant to remove the same, in which event Tenant will remove such alterations and repair any resulting damage. At Tenant’s request prior to Tenant making any alterations, Landlord shall notify Tenant in writing, whether Tenant is required to remove such alterations at the expiration or termination of this Lease.

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10.       Mechanics’ Liens. Tenant shall pay promptly any contractors and materialmen who supply labor, work or materials to Tenant at the Property and shall take all steps permitted by law in order to avoid the imposition of any mechanic’s lien upon all or any portion of the Property. Should any such lien or notice of lien be filed for work performed for Tenant other than by Landlord, Tenant shall bond against or discharge the same within 5 days after Tenant has notice that the lien or claim is filed regardless of the validity of such lien or claim. Nothing in this Lease is intended to authorize Tenant to do or cause any work to be done or materials to be supplied for the account of Landlord, all of the same to be solely for Tenant’s account and at Tenant’s risk and expense. Throughout this Lease the term “mechanic’s lien” is used to include any lien, encumbrance or charge levied or imposed upon all of any portion of, interest in or income from the Property on account of any mechanic’s, laborer’s, materialman’s or construction lien or any mechanic’s notice of intention to file a lien given to Landlord or Tenant, any stop order given to Landlord or Tenant, any notice of refusal to pay naming Landlord or Tenant and any injunctive or equitable action brought by any person claiming to be entitled to any mechanic’s lien.

11.  Landlord’s Right to Relocate Tenant: Right of Entry.

(a)

Landlord may cause Tenant to relocate from the Premises to a comparable space (“RELOCATION SPACE”) within the Building by giving written notice to Tenant at least 60 days in advance, provided that Landlord shall pay for all reasonable costs of such relocation and any commercially reasonable upfit costs reasonably necessary to make the Relocation Space suitable for Tenant’s business operations therein. Such a relocation shall not terminate, modify or otherwise affect this Lease except that “Premises” shall refer to the Relocation Space rather than the old location identified in Section 1(a).

(b)

Tenant shall permit Landlord and its Agents to enter the Premises at all reasonable times following reasonable notice (except in the event of an emergency), for the purpose of inspection, maintenance or making repairs, alterations or additions as well as to exhibit the Premises for the purpose of sale or mortgage and, during the last 12 months of the Term, to exhibit the Premises to any prospective tenant. Landlord will make reasonable efforts not to inconvenience Tenant in exercising the foregoing rights, but shall not be liable for any loss of occupation or quiet enjoyment thereby occasioned.

12. Damage by Fire or Other Casualty.

(a)

If the Premises or Building shall be damaged or destroyed by fire or other casualty, Tenant promptly shall notify Landlord and Landlord, subject to the conditions set forth in this Section 12, shall repair such damage and restore the Premises to substantially the same condition in which they were immediately prior to such damage or destruction, but not including the repair, restoration or replacement of the fixtures or alterations installed by Tenant. Landlord shall notify Tenant in writing, within 30 days after the date of the casualty, if Landlord anticipates that the restoration will take more than 180 days from the date of the casualty to complete; in such event, either Landlord or Tenant may terminate this Lease effective as of the date of casualty by giving written notice to foe other within 10 days after Landlord’s notice. Further, if a casualty occurs during the last 12 months of the Term or any extension thereof, Landlord may cancel this Lease unless Tenant has the right to extend the Term for at least 3 more years and does so within 30 days after the date of the casualty.

(b)

Landlord shall maintain a 12-month rental coverage endorsement or other comparable form of coverage as part of its fire, extended coverage and special form insurance. Tenant will receive an abatement of its Minimum Annual Rent and Annual Operating Expenses to the extent the Premises are rendered untenantable.

13. Condemnation.

(a) Termination. If (i) all of the Premises are taken by a condemnation or otherwise for any public or quasi- public use, (ii) any part of the Premises is so taken and the remainder thereof is insufficient for the reasonable operation of Tenant’s business or (iii) any of the Property is so taken, and, in Landlord’s opinion, it would be impractical or the condemnation proceeds are insufficient to restore the remainder of the Property, then this Lease shall terminate and all unaccrued obligations hereunder shall cease as of the day before possession is taken by the condemnor.

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(b) Partial Taking. If there is a condemnation and this Lease has not been terminated pursuant to this Section, (i) Landlord shall restore the Building and the improvements which are a part of the Premises to a condition and size as nearly comparable as reasonable possible to the condition and size thereof immediately prior to the date upon which the condemnor took possession and (ii) the obligations of Landlord and Tenant shall be unaffected by such condemnation except that there shall be an equitable abatement of the Minimum Annual Rent according to the rental value of the Premises before and after the date upon which the condemnor took possession and/or the date Landlord completes such restoration.

(c)

Award. In the event of condemnation affecting Tenant, Tenant shall have their right to make a claim against the condemnor for moving expenses and business dislocation damages to the extent that such claim does not reduce the sums otherwise payable by the condemnor to Landlord. Except as aforesaid and except as set forth in (d) below, Tenant hereby assigns all claims against the condemnor to Landlord.

(d)

Temporary Taking. No temporary taking of the Premises shall terminate this Lease or give Tenant any right to any rental abatement. Such a temporary taking will be treated as if Tenant had sublet the Premises to the condemnor and had assigned the proceeds of the subletting to Landlord to be applied on account of Tenant’s obligations hsreunder. Any award for such a temporary taking during the Term shall be applied first, to Landlord’s costs of collection and, second, on account of sums owing by Tenant hereunder, and if such amounts applied on account of sums owing by Tenant hereunder should exceed the entire amount owing by Tenant for the remainder of the Term, the excess will be paid to Tenant.

14.       Non-Abatement of Rent Except as otherwise expressly provided as to damage by fire or other casualty in Section 12(b) and as to condemnation in Section 13(b), there shall be no abatement or reduction of the Rent for any cause whatsoever, and this Lease shall not terminate, and Tenant shall not be entitled to surrender the Premises,

15.       Indemnification of Landlord. Subject to Sections 7(c)(iii) and 16, Tenant will protect, indemnify and hold harmless Landlord and its Agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in connection with loss of life, personal injury or damage to property in or about the Premises arising out of the occupancy or use of the Premises by Tenant or its Agents or occasioned wholly or in part by any act or omission of Tenant or its Agents, whether prior to, during or after the Term, except to the extent such loss, injury or damage was caused by the negligence of Landlord or its Agents. In case any action or proceeding is brought against Landlord and/or its Agents by reason of the foregoing, Tenant, at its expense, shall resist and defend such action or proceeding, or cause the same to be resisted and defended by counsel (reasonable acceptable to Landlord and its Agents) designated by the insurer whose policy covers such occurrence or by counsel designated by Tenant, and approved by Landlord and its Agents. Tenant’s obligations pursuant to this Section 15 shall survive the expiration or termination of this Lease.

16.       Waiyer of Claims. Landlord and Tenant each hereby waives all claims for recovery against the other for any loss or damage which may be inflicted upon the property of such party even if such loss or damage shall be brought about by the fault or negligence of the other party or its Agents; provided, however, that such waiver by Landlord shall also be effective with respect to any liability of Tenant described in Sections 4(c) and 7(d)(iii).

17.       Quiet Enjoyment. Landlord covenants that Tenant, upon performing all of its covenants, agreement and condition of this Lease, shall have quiet and peaceful possession of the Premises as against anyone claiming by or through Landlord, subject, however, to the exceptions, reservation and conditions of this Lease.

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18. Assignment and Subletting.

(a)	Limitation. Tenant shall not transfer this Lease, voluntarily or by operation of law, without the prior written consent of Landlord, which shall not be withheld unreasonably. However, Landlord’s consent shall not be required in the event of any transfer by Tenant to an affiliate of Tenant which is at least as creditworthy as Tenant as of the date of this Lease and provided Tenant delivers to Landlord the instrument described in Section (c)(iii) below, together with a certification, of such creditworthiness by Tenant and such affiliate. Any transfer not in conformity with this Section 18 shall be void at the option of Landlord, and Landlord may exercise any or all of its rights under Section 23, A consent to one transfer shall not be deemed to be a consent to any subsequent transfer. “Transfer’’ shall include any sublease, assignment, license or concession agreement, change in ownership or control of Tenant, mortgage or hypothecation of this Lease or Tenant’s interest therein or in all or a portion of the Premises.
(b)	Offer to Landlord. Tenant acknowledges that the terms of this Lease, including the Minimum Annual Rent, have been based on the understanding that Tenant physically shall occupy the Premises for the entire Term. Therefore, upon Tenant’s request to transfer all or a portion of the Premises (except for the transfer to an affiliate of Tenant, as permitted pursuant to Section 18(a)), at the option of the Landlord, Tenant and Landlord shall execute an amendment to this Lease removing such space from the Premises, Tenant shall be relieved of any liability with respect to such space and Landlord shall have the right to lease such space to any party, including Tenant’s proposed transferee.
(c)	Conditions. Notwithstanding the above, the following shall apply to any transfer, with or without Landlord’s consent:

(i)       As of the date of any transfer, Tenant shall not be in default under this Lease nor shall any act or omission, have occurred which would constitute a default with die giving of notice and or the passage of time.

(ii)       No transfer shall relieve Tenant of its obligation to pay the Rent and to perform all its other obligations hereunder. The acceptance of Rent by Landlord from any person shall not be deemed to he a waiver by Landlord of any provision of this Lease or to be a consent to any transfer.

(iii)        Each transfer shall be a written instrument in form and substance reasonably satisfactory to Landlord which shall (A) include an assumption of liability by an transferee of all Tenant’s obligation and the transferee’s ratification of and agreement to be bound by all the provisions of this Lease, (B) afford Landlord the right of direct action against the transferee pursuant to the same remedies as are available to Landlord against Tenant and (C) be executed by Tenant and the transferee.

(iv)

19. Subordination: Mortgagee’s Rights.

(a)	This Lease shall be subordinate to any first mortgage or other primary encumbrance now or hereafter affecting the Premises, Although the subordination is self-operative, within 10 days after written request, Tenant shall execute and deliver any further instruments confirming such subordination of this Lease and any further instrument of attornment that may be desired by any such mortgagee or Landlord; provided that any such instrument contains a provision stating that the mortgagee will not disturb Tenant’s possession of the Premises except in the event of a default by Tenant. However, any mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by giving written notice to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery; provided, however, that such subordination shall not affect any mortgagee’s right to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such mortgage and the execution of this Lease.
(b)	It is understood and agreed that any mortgagee shall not be liable to Tenant for any Funds paid by Tenant to Landlord unless such funds actually have been transferred to such mortgagee by Landlord.
(c)	Notwithstanding the provisions of Sections 12 and 13 above, Landlord’s obligation to restore the Premises after a casualty or condemnation shall be subject to the consent and prior rights of Landlord’s first mortgagee.

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20.            Recording; Tenant’s Certificate. Tenant shall not record this Lease or a memorandum thereof without Landlord’s prior written consent. Within 10 days after Landlord’s written request from time to time:

(a)

Tenant, shall execute, acknowledge and deliver to Landlord a written statement certifying the Commencement Date and Expiration Date of this Lease, that this Lease is in full force and effect and has not been modified and otherwise as set forth in the form of estoppel certificate attached as Exhibit “E” or with such modifications as may be necessary to reflect accurately the stated facts and/or such other certifications as may be requested by a mortgagee or purchase. Tenant understands that its failure to execute such document may cause Landlord serious financial damage by causing the failure of a financing or sale transaction,

(b)

Tenant shall furnish to Landlord, Landlord’s mortgagee, prospective mortgagee or purchaser reasonably requested financial information,

21 Surrender: Abandoned Property

(a)	Subject to the terms of Sections 9(b), 12(a) and 13(b), at the expiration or termination of this Lease, Tenant promptly shall yield up in the same condition, order and repair in which they are required to be kept throughout the Term, the Premises and all improvements thereto, and all fixtures and equipment servicing the Building, ordinary wear and tear excepted.
(b)	Upon or prior to the expiration or termination of this Lease, Tenant shall remove any personal property from the Property, Any personal property remaining thereafter shall be deemed conclusively to have been abandoned, and Landlord, at Tenant’s expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property as its property. If any party thereof shall be sold, then Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, the cost of moving and storage and any Rent due under this Lease.
(c)	If Tenant, or any person claiming through Tenant, shall continue to occupy the Premises after the expiration or termination of this Lease or any renewal thereof, such occupancy shall be deemed to be under a month-to-month tenancy under the same terms and condition set forth in this Lease, except that the monthly installment of the Minimum Annual Rent during such continued occupancy shall be 150% of the amount applicable to the last month of the Term. Anything to the contrary notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall constitute a default hereunder and shall be subject to all the remedies available to Landlord.

22.       Curing Tenant’s Defaults. If Tenant shall be In default in the performance of any its obligations hereunder, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after written notice (except in the case of emergency) to Tenant, Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including interest thereon from the respective dates of Landlord’s incurring such costs, which sums and costs together with interest shall be deemed additional rent.

23.        Defaults – Remedies.

(a) Defaults. It shall be an event of default:

(i) If Tenant does not pay in full when due any and all Rent;

(ii) If Tenant fails to observe and perform or otherwise breaches any other provision of this Lease;

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(iii)        If Tenant abandons the Premises, which shall be conclusively presumed if the Premises remain unoccupied for more than 10 consecutive days, or removes or attempts to remove Tenant’s goods or property other than in the ordinary course of business; or

(iv)        If Tenant becomes insolvent or bankrupt in any sense or makes a general assignment for the benefit of creditors or offers a settlement to creditors, or if a petition in bankruptcy or for reorganization or for an arrangement with creditors under any federal of state law is filed by or against Tenant, or a bill in equity or other proceeding for the appointment of a receiver for any of Tenant’s assets is commenced, or if any of the real or personal property of Tenant shall be levied upon; provided, however, that any proceeding brought by anyone other than Landlord or Tenant under any bankruptcy, insolvency, receivership or similar law shall not constitute a default until such proceeding has continued unstayed for more than 60 consecutive days,

(b) Remedies. Then, and in any such event, Landlord shall have the following rights:

(i)       To charge a late payment fee equal to the greater of $100 or 5% of any amount owed to Landlord pursuant to this Lease which is not paid within 5 days after the due date.

(ii)        To enter and repossess the Premises, by breaking open locked doors if necessary, and remove all persona and all or any property therefrom, by action at law or otherwise, without being liable for prosecution or damages therefore, and Landlord may, at Landlord’s option, make alterations and repairs in order to relet the Premises and relet all or any part(s) of the Premises for Tenant’s account. Tenant agrees to pay to Landlord on demand any deficiency that may arise by reason of such reletting. In the event of reletting without termination of this Lease, Landlord may at any time thereafter elect to terminate this Lease for such previous breach.

(iii)        To accelerate the whole or any part of the Rent for the balance of the Term, and declare the same to immediately due and payable

(iv)        To terminate this Lease and the Term without any right on the part of Tenant to save the forfeiture by payment of any sum due or by other performance of any condition, term, or covenant broken.

(c) Grace Period. Notwithstanding anything hereinabove stated, neither party will exercise any available right because of any default of the other, except those remedies contained in subsection (b)(i) of this Section, unless such party shall have first given 10 days written notice thereof to the defaulting party, and the defaulting party shall have failed to cure the default within such period; provided, however, that:

(i)        No such notice shall be required if Tenant fails to comply with the provisions of Sections 10 or 20(a), in the case of emergency as set forth in Section 22 or the event of any default enumerated in subsections (a) (iii) and (iv) of this Section.

(ii)        Landlord shall not be required to give such 10 days notice more than 2 times during any 12 month period.

(iii)        If the default consists of something other than the failure to pay money which cannot reasonably be cured within 10 days, neither party will exercise any right if the defaulting party begins to cure the default within the 10 days and continues actively and diligently in good faith to completely cure said default.

(iv)        Tenant agrees that any notice given by Landlord pursuant to this Section which is served in compliance with Section 27 shall be adequate notice for the purposes of Landlord’s exercise of any available remedies.

(d) Non-Waiver; Non-Exclusive. No waiver by Landlord of any breach by Tenant shall be a waiver of any subsequent breach, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of any rights and remedies with respect to such or any subsequent breach. Efforts by Landlord to mitigate the damages caused by Tenant’s default shall not constitute a waiver of Landlord’s right to recover damages hereunder. No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy provided herein or by law, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the total amount due Landlord under this Lease shall be deemed to be other than on account, nor shall any endorsement or statement or any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of Rent due, or Landlord’s right to pursue any other available remedy.

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(e) Cost and Attorney’s Fees. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party attorneys’ fees, costs of suit, investigation expenses and discovery cost, including costs of appeal.

24. Representation of Tenant. Tenant represents to Landlord and agrees that:

(a)

The word “Tenant” as used herein include the Tenant named above as well as its successors and assigns, each of which shall be under the same obligation and liabilities and each of which shall have the same rights, privileges and powers as it would have possessed had it originally signed this least as Tenant. Each and every of the persons named above as Tenant shall be bound jointly and severally by the terms, covenants and agreements contained herein. However, no such rights, privileges or powers shall inure to the benefit of any assignee of Tenant immediate or remote, unless Tenant has complied with the terms of Section 18 and the assignment to such assignees is permitted or has been approved in writing by Landlord. Any notice required or permitted by the terms of this Lease may be given by or to any one of the persons named above as Tenant, and shall have the same force and effect as if given by or to all thereof.

(b)

If Tenant is a corporation, partnership or any other form of business association or entity, Tenant is duly formed and in good standing, and has full corporate or partnership power and authority, as the case may be, to enter into this Lease and has taken all corporate or partnership action, as the case may be, necessary to carry out the transaction contemplated herein, so that when executed, this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant shall provide Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of this Lease at the time of such execution.

25. Liability of Landlord. The word “Landlord” as used herein includes the Landlord named above as well as its successors and assigns, each of which shall have the same rights, remedies, powers, authorities and privileges as it would have had it originally signed this Lease as Landlord. Any such person or entity, whether or not named herein, shall have no liability hereunder after it ceases to hold title to the Premises except for obligations already accrued (and, as to any unapplied portion of Tenant’s Security Deposit, Landlord shall be relieved of all liability therefore upon transfer of such portion to its successor in interest) and Tenant shall look solely to Landlord’s successor in interest for the performance of the covenants and obligations of the Landlord hereunder which thereafter shall accrue. Neither Landlord nor any principal of Landlord nor any owner of the Property, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of this Lease or the Premises, and if Landlord is in breach or default with respect to Landlord’s obligations under this Lease or otherwise, Tenant shall look solely to the equity of Landlord in the Property for the satisfaction of Tenant’s claims. Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the interest of the Landlord hereunder (either in terms of ownership or possessory rights) shall be (a) liable for any previous act or omission of a prior landlord, (b) subject to any rental offsets or defenses against a prior landlord or (c) bound by any amendment of this Lease made without its written consent, or by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly installment.

26. Interpretation Definitions.

(a) Captions. The captions in this Lease are for convenience only and are not part of this Lease and do not in any way define, limit describe or amplify the terms and provisions of this Lease or the scope or intent thereof.

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(b)	Entire Agreement. This Lease represents the entire agreement between the parties hereto and there are no collateral or oral agreements or understanding between Landlord and Tenant with respect to the Premises or the Property. No rights, easements or licenses are acquired in the Property or any land adjacent to the Property by the Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. This Lease shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word “including” followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. Both parties have participated fully and equally in the negotiation and preparation of this Lease, this Lease shall not he more strictly construed, nor any ambiguities in this Lease resolved, against either Landlord or Tenant.
(c)	Covenants. Each covenant, agreement, obligation term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Lease unless otherwise expressly provided. All of the terms and conditions set forth in this Lease shall apply throughout the Term unless otherwise expressly set forth herein.
(d)	Interest. Wherever interest is required to be paid hereunder, such interest shall be at the highest rate permitted under the law but not in excess of 15% per annum.
(e)	Severability; Governing Law. If any provisions of this Lease shall be declared unenforceable in any respect, such unenforceability shall not effect any other provision of this Lease, and each such provision shall be deemed to be modified, if possible, in such a manner as to render it enforceable and to preserve to the extent possible the intent of fee parties as set forth herein. This Lease shall be construed and enforced in accordance with the laws of the state in which the Property is located.

(£)

“Mortgage” and “Mortgagee.” The word “mortgage” as used herein includes any lien or encumbrance on the Premises or the Property or on any part of or interest in or appurtenance to any of the foregoing, including without limitation any ground rent or ground lease if Landlord’s interest is or becomes a leasehold estate. The word “mortgagee” as used herein includes the holder of any mortgage, including any ground lessor if Landlord’s interest is or becomes a leasehold estate. Wherever any right is given to a mortgagee, that right may be exercised on behalf of such mortgagee by any representative or servicing agent of such mortgagee.

(g)

“Person.” The word “person” is used herein to include a natural person, a partnership, a corporation, an association and any other form of business association or entity.

27. Notices. Any notice or other communication under this Lease shall be in writing and addressed to Landlord or Tenant at their respective addresses specified at the beginning of this Lease, except that after the Commencement Date Tenant’s address shall be at the Premises, (or to such other address as either may designate by notice to the other) with a copy to any mortgagee or other party designated by Landlord. Each notice or other communication shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a receipt, and shall be deemed received on the day of actual receipt by the intended recipient or on the business day if delivery is refused. The giving of notice by Landlord’s attorneys, representatives and agents under this Section shall be deemed to be the acts of Landlord; however, the foregoing provisions governing the date on which a notice is deemed to have been received shall mean and refer to the date on which a party to this Lease, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice.

28. Security Deposit. At the time of signing this Lease, Tenant shall deposit with Landlord the Security Deposit to be retained by Landlord as cash security for the faithful performance and observance by Tenant of the provisions of this Lease. Tenant shall not be entitled to any interest whatever on the Security Deposit. Landlord shall have the right to commingle the Security Deposit wife its other funds. Landlord may use the whole or any part of the Security Deposit for the payment of any amount as to which Tenant is in default hereunder or to compensate Landlord for any loss or damage it may suffer by reason of the Tenant’s default under this Lease. If Landlord uses all or any portion of the Security Deposit as herein provided, within 10 days after written demand therefor, Tenant shall pay Landlord cash in amount equal to that portion of the Security Deposit used by Landlord. If Tenant shall comply fully and faithfully with all of the provisions of this Lease, the Security Deposit shall be returned to Tenant after the Expiration Date and surrender of the Premises to Landlord.

[Remainder of page intentionally left blank, signatures to follow)

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IN WITNESS WHEREOF, and in consideration of the mutual entry into this Lease, and for other good and valuable consideration, and intending to be legally bound, Landlord and Tenant have executed this Lease.

Date signed:		Landlord:
9/8/15		CHARLOTTE D. HARRELL, LLC
Attest:
/s/ SARA MURPHY		By:	/s/ JOHN D. HARRELL
Name:	SARA MURPHY	Name:	JOHN D. HARRELL
Title:	ADMINISTRATION	Title:	MEMBER

Date signed:		Tenant:
9/8/15		MARKETING ANALYSTS, LLC d/b/a MAi RESEARCH, LLC
Attest:
/s/ Marjorie Wright		By:	/s/ Richard
Name:	Marjorie Wright	Name:	Richard
Title:	Accounting Manager	Title:	President

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EXHIBIT “B”

LEASE COMMENCEMENT CERTIFICATE

The undersigned, as duly authorized officers and/or representatives of Charlotte D. Harrell, LLC (“Landlord”) and Marketing Analysts, LLC d/b/a MAi Research, LLC (“Tenant”), hereby agree as follows with respect to the Lease Agreement (the “Lease”) between them for premises located at_______________________________

(the “Premises”):

1.	Date of Lease:	____________________, 20______
2.	Commencement Date:	____________________, 20______
3.	Expiration Date:	___________________ , 20______

4.	Rent and operating expenses due on or before the Commencement Date for the period from the Commencement
	Date until the first day of the next calendar month. (Not applicable if the Commencement Date is the first day of the calendar month):

Apportioned Minimum Rent	$_________________
Apportioned Operating Expenses:	$_________________
TOTAL:	$_________________

Thereafter regular monthly payments due in the following amounts until adjusted in accordance with the Lease:

Monthly Rent Installment:	$________________
Monthly Operating Payment:	$________________
TOTAL MONTHLY PAYMENT	$________________

5. Tenant certifies that, as of the date hereof, (a) the Lease is in full force and effect and has not been amended, (b) Tenant has no offsets or defenses against any provision of the Lease and (c) Landlord has substantially completed any improvements to be performed by Landlord in accordance with the Lease, excepting the Punch List items set forth on the Schedule attached hereto and initialed by Landlord and Tenant, if any.

1

IN WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound, have executed this Certificate as of______20____.

LANDLORD:
CHARLOTTE D. HARRELL, LLC
By:	/s/ JOHN D. HARRELL
Name:	JOHN D. HARRELL
Title:	MEMBER

	TENANT:
Witness/Attest:	MARKETING ANALYSTS, LLC d/b/a MAi RESEARCH, LLC
	By:
	Name:
	Title:

2

EXHIBIT “C”
BUILDING RULES

1. As stated in the Lease, Tenant shall not use the Premises as a “place of public accommodation” as defined in the Americans with Disabilities Act of 1990, which identifies the following categories into one or more of which a business must fall to be a “place of public accommodation”:

(a)	Places of lodging (examples: hotel, motel)
(b)	Establishments serving food or drink (examples: bar, restaurant)
(c)	Places of exhibition or entertainment (examples: motion picture house, theater, stadium, concert hall)
(d)	Places of public gathering (examples: auditorium, convention center, lecture hall)
(e)	Sales or rental establishments (examples: bakery, grocery store, hardware store, shopping center)
(f)	Service establishments (examples: bank, laundromat, barbershop, funeral parlor, hospital, gas station, business offices such as lawyer, accountant, health care provider or insurance office)
(g)	Stations used for specific public transportation (examples: bus terminal, depot)
(h)	Places of public display or collection (examples: museums, library, gallery)
(i)	Places of recreation (examples: park, zoo, amusement park)
(j)	Places of education (examples: nursery, elementary, secondary, private or other undergraduate or postgraduate school)
(k)	Social service center establishments (examples: day-care center, senior citizen center, homeless shelter, food bank, adoption agency)
(l)	Places of exercise or recreation (examples: gym, health spa, bowling alley, golf course)

2. Any sidewalks, lobbies, passages, elevators and stairways shall not be obstructed or used by Tenant for any purpose other than ingress and egress from and to the Premises, Landlord shall in all cases retain the right to control or prevent access by all persons whoso presence, in the judgment of Landlord, shall be prejudicial to the safety, peace or character of the Property.

3. The toilet rooms, toilets, sinks, urinals, faucets, plumbing or other service apparatus of any kind shall not be used for any purposes other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith or left in any lobbies, passages, elevators or stairways.

4. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. No person shall go on the roof without Landlord’s permission.

5. Skylights, windows, doors and transoms shall not be covered or obstructed by Tenant, and Tenant shall not install any window covering which would affect the exterior appearance of the Building, except as approved in writing by Landlord, Tenant shall not remove, without Landlord’s prior written consent, any shades, blinds or curtains in the Premises.

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6. Without Landlord’s prior written consent, Tenant shall not hang, install, mount, suspend or attach anything from or to any sprinkler, plumbing, utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches anything from or to any doors, windows, walls, floors or ceilings, Tenant shall sand and spackle all holes and repair any damage caused thereby or by the removal thereof at or prior to the expiration or termination of the lease. Without Landlord’s prior written consent, no walls or partitions shall be painted, papered or otherwise covered or moved in any way or marked or broken; nor shall any connection be made to electric wires for running fans or motors or other apparatus, devices or equipment; nor shall machinery of any kind other than customary small business machines be allowed in the Premises; nor shall tenant use any other method of heating, air conditioning or air cooling than that provided by Landlord; nor shall any mechanics be allowed to work in or about the Building other than those employed by Landlord.

7. Tenant shall not change any locks nor place additional locks upon any doors and shall surrender all keys and passes at the end of the Term.

8. Tenant shall not use nor keep in the Building any matter having an offensive odor, not explosive nor highly flammable material, nor shall any animals other than seeing-eye dogs in the company of their masters be brought into or kept in or about the Premises.

9. If Tenant desires to introduce electrical, signaling, telegraphic, telephonic, protective alarm or other wires or apparatus or devices, Landlord shall direct where and how the same are to be placed, and except as so directed, no installation boring or cutting shall be permitted. Landlord shall have the right to prevent and to cut off the transmission of excessive or dangerous current of electricity or annoyances into or through the Building or the Premises and to require the changing of wiring connections or layout at Tenant’s expense, to the extent that Landlord may deem necessary, and further to require compliance with such reasonable rules as Landlord may establish relating thereto, and in the event of non-compliance with the requirement or rules, Landlord shall have the right immediately to cut wiring or to do what It considers necessary to remove the danger, annoyance or electrical interference with apparatus in any part of the Building. All wires installed by Tenant must be clearly tagged at the distributing boards and junction boxes and elsewhere where required by Landlord, with the number of the offices to which said wires lead, and the purpose for which the wires respectively are used, together with the name of the concern, if any, operating same.

10. Tenant shall not place weights anywhere beyond the safe carrying capacity of the Building which is designed to normal office building standards for floor loading capacity. Landlord shall have the right to exclude from the Building heavy furniture, safes and other articles which may be hazardous or to require them to be located at designated places in the Premises. Tenant shall obtain Landlord’s written consent prior to the installation of any vending machines in the Premises.

11. The use of rooms as sleeping quarters is strictly prohibited at all times.

12. Tenant shall have the right, at Tenant’s sole risk and responsibility, to use its proportional share of the parking spaces at the Property as reasonably determined by Landlord. Tenant shall comply with all parking regulations promulgated by Landlord from, time to time for the orderly use of the vehicle parking areas, including without limitation the following: Parking shall be limited to automobiles, passenger or equivalent vans, motorcycles, light four wheel pickup trucks and (in designated areas) bicycles. No vehicles shall be left in the parking lot overnight. Parked vehicles shall not be used for vending or any other business or other activity while parked in the parking areas. Vehicles shall be parked only in striped parking spaces, except for loading and unloading, which shall occur solely in zones marked for such purpose, and be so conducted as to not reasonably interfere with traffic flow within the Property or with loading and unloading areas for other tenants. Employee and tenant vehicles shall not be parked in spaces marked for visitor parking or other specific use. All vehicles entering or parking in the parking areas shall do so at owner’s sole risk, and Landlord assumes no responsibility for any damage, destruction, vandalism or theft. Tenants shall cooperate with Landlord in any measures implemented by Landlord to control abuse of the parking areas, including without limitation access control programs, tenant and guest vehicle identification programs, and validated parking programs, provided that no such validated parking program shall result in Tenant being charged for spaces to which it has a right to free use under its lease. Each vehicle owner shall promptly respond to any sounding vehicle alarm or hom, and failure to do so may result in temporary or permanent exclusion of such vehicle from the parking areas. Any vehicle which violates the parking regulations may be cited, towed at the expense of the owner, temporarily or permanently excluded from the parking areas, or subject to other lawful consequences.

13. Tenant shall not smoke in the Building which Landlord has designated as a non-smoking building.

14. Canvassing, soliciting and distribution of handbills or other written material, and peddling in the Building are prohibited, and Tenant shall cooperate to prevent same.

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15. Tenant shall provide Landlord with a written identification of any vendors engaged by Tenant to perform services for Tenant at the Premises (examples: security guards/monitors, telecommunications installers/maintenance). Tenant shall permit Landlord’s employees and contractors and no one else to clean the Premises unless Landlord consents in writing. Tenant assumes all responsibilities for protecting its Premises from theft and vandalism and Tenant shall see each day before leaving the Premises that all lights are turned out and that the windows and the doors and closed and securely locked.

16. Landlord shall provide Tenant with the move-in and move-out policies for the Building with which Tenant shall comply. Throughout the Term, no furniture, packages, equipment, supplies or merchandise of Tenant will be received in the Building, or carried up or down in the elevators or stairways. Except during such hours as shall be designated by Landlord, and Landlord in all cases shall also have the exclusive right to prescribe the method and manner in which the same shall be brought in or taken out of the Building. At the end of the Term, Tenant’s obligations regarding surrender of the Premises shall include Tenant’s obligation to shampoo all carpet, strip and re-wax all vinyl composite tile and replace any damaged ceiling tiles, the cost of which obligations shall be deducted from the Security Deposit if not completed by Tenant prior to the Expiration Date.

17. Tenant shall not place oversized cartons, crates or boxes in any area for trash pickup without Landlord’s prior approval. Landlord shall be responsible for trash pickup of normal office refuse placed in ordinary office trash receptacles only. Excessive amounts of trash or other out-of-the-ordinary refuse loads will be removed by Landlord upon request at Tenant’s expense.

18. Tenant shall cause all of Tenant’s Agents to comply with these Building Rules.

19. Landlord reserves the right to rescind, suspend or modify any rules or regulations and to make such other rules and regulations as, in Landlord’s reasonable judgment, may from time to time be needed for the safety, care, maintenance, operation and cleanliness of the Property. Notice of any action by Landlord referred to in this paragraph, given to Tenant, shall have the same force and effect as if originally made a part of the foregoing Lease. New rules or regulations will not, however, be unreasonably inconsistent with the proper and rightful enjoyment of the Premises by Tenant under the Lease.

20. These Building Rules are not intended to give Tenant any rights or claims in the event that Landlord does not enforce any of them against any other tenants or if Landlord does not have the right to enforce them against any other tenants and such non-enforcement will not constitute a waiver as to Tenant.

21. Tenant shall be deemed to have read these Building Rules and to have agreed to abide by them as a condition to Tenant’s occupancy of the Premises.

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EXHIBIT “D”

CLEANING SCHEDULE

The cleaning schedule outlined below is subject to change, from time to time, to better accommodate the needs of the building and its occupants.

The following will be performed 5x/week (M - F after 6:00 p.m,):

Empty all trash receptacles and shredders in the office

Common areas swept, mopped, vacuumed (except for stairwells, which will be cleaned 1x/wk; Common area glass and railings cleaned;

Elevators wiped down; floor cleaned;

Stairwells kept free of debris/litter;

Ashtrays emptied and trash removed from all common areas and suites.

The following will be performed 1x/week:

Dust and vacuum interiors of office suites;

Mop stairwells & landings

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EXHIBIT “E”

TENANT ESTOPPEL CERTIFICATE

Please refer to the documents described in Schedule 1 hereto (the “Lease Documents”) Including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease, Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Mortgagees” that as of the date hereof:

1. The information set forth in attached Schedule 1 is true and correct.

2. Tenant is in occupancy of the Premises and the Lease is in full force and effect and, except by such writings as are identified on Schedule 1, has not been modified, assigned, supplemented or amended since its original execution, nor are there any other agreements between Landlord and Tenant concerning the Premises, whether oral or written.

3. All conditions and agreements under the Lease to be satisfied or performed by Landlord have been satisfied and performed.

4. Tenant is not in default under the Lease Documents, Tenant has not received any notice of default under the Lease Documents, and, to Tenant’s knowledge, there are no events which have occurred that, with the giving of notice and/or the passage of time, would result in a default by Tenant under the Lease Documents.

5. Tenant has not paid any Rent due under the Lease more than 30 days in advance of the date due under the Lease and Tenant has no rights of setoff, counterclaim, concession or other rights of diminution of any Rent due and payable under the Lease except as set forth in Schedule 1.

6. To Tenant’s knowledge, there are no uncured defaults on the part of Landlord under the Lease Documents, Tenant has not sent any notice of default under the Lease Document to Landlord, and there are no events which have occurred that, with the giving of notice and/or the passage of time, would result in a default by Landlord thereunder, and that at the present time Tenant has no claim against Landlord under the Lease Documents.

7. Except as expressly set forth in Part G of Schedule 1, there are no provisions for any, and Tenant has no, options with respect to the Premises or all or any portion of the Property.

8. Except as set forth on Part M of Schedule 1, no action, voluntary or involuntary, is pending against Tenant under federal or stale bankruptcy or insolvency law.

9. The undersigned has the authority to execute and deliver tins Certificate on behalf of Tenant and acknowledges that all Mortgagees will rely upon this Certificate in purchasing the Property or extending credit to Landlord or its successors in interest.

10. This Certificate shall be binding upon the successors, assigns and representatives of Tenant and any party claiming through or under Tenant and shall inure to the benefit of all Mortgagees.

IN WITNESS WHEREOF, Tenant has executed this Certificate this_________ day of_____________, 20______.

Name of Tenant

By:

Title:

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SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE
Lease Documents, Lease Terms and Current Status

A.	Dale of Lease:
B.	Parties:
C.	Landlord:
D.	Tenant d/b/a:
E.	Premises known as:
F.	Modifications, Assignments, Supplements or Amendments to Lease:
G.	Commencement Date:

1). Expiration of Current Term:

H. Options:

1.	Security Deposit Paid to Landlord: $
2.	Current Fixed Minimum Rent (Annualized): $
3.	Current Additional Rent (and, if applicable, Percentage Rent) (Annualized): $
4.	Current Total Rent: $

I.	Square Feet Demised:
J.	Tenant’s Bankruptcy or other Insolvency Actions:

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EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

MR2 Group, Inc. (formerly Precision Opinion, Inc.) and Subsidiaries

Las Vegas, Nevada

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of MR2 Group, Inc. (formerly Precision Opinion, Inc.) and subsidiaries (the “Company”) of our report dated April 23, 2018 except for Note 2 as to which the date is May 22, 2018 relating to the consolidated financial statements of the Company as of December 31, 2017 and 2016 appearing in the Prospectus, which is a part of this Registration Statement. We also consent to the reference to us under the caption ‘Experts’ in the Prospectus.

/s/ Piercy Bowler Taylor & Kern

Certified Public Accountants

Las Vegas, Nevada

June 13 , 2018

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

MR2 Group, Inc. (formerly Precision Opinion, Inc.) and Subsidiaries

Las Vegas, Nevada

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 of Marketing Analysts, LLC and Affiliate (the “Company”) of our report dated June 4, 2018 relating to the consolidated financial statements of the Company as of December 31, 2017 and 2016 appearing in the Prospectus, which is a part of this Registration Statement. We also consent to the reference to us under the caption ‘Experts’ in the Prospectus.

	/s/ Sobel & Co., LLC
	Certified Public Accountants
Livingston, New Jersey
June 13 , 2018

EX-99.1

Consent of Director Nominee

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named in the registration statement on Form S-1 (Registration No. 333-224425) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act (the “Registration Statement”) of MR2 Group, Inc., a Nevada corporation (the “Company”), as an individual to become a director of the Company and to the inclusion of his biographical information in the Registration Statement.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 5^th day of June, 2018.

/s/ John F. Marz

John F. Marz

EX-99.2

Consent of Director Nominee

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named in the registration statement on Form S-1 (Registration No. 333-224425) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act (the “Registration Statement”) of MR2 Group, Inc., a Nevada corporation (the “Company”), as an individual to become a director of the Company and to the inclusion of his biographical information in the Registration Statement.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 5^th day of June, 2018.

/s/ A. Randall Thoman

A. Randall Thoman

EX-99.3

Consent of Director Nominee

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby consents to being named in the registration statement on Form S-1 (Registration No. 333-224425) and in all subsequent amendments and post-effective amendments or supplements thereto and in any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act (the “Registration Statement”) of MR2 Group, Inc., a Nevada corporation (the “Company”), as an individual to become a director of the Company and to the inclusion of his biographical information in the Registration Statement.

IN WITNESS WHEREOF, the undersigned has executed this consent as of the 5^th day of June, 2018.

/s/ Martin P. Fingerhut

Martin P. Fingerhut

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2018
Document And Entity Information
Entity Registrant Name	MR2 Group, Inc.
Entity Central Index Key	0001730443
Document Type	S-1/A
Document Period End Date	Mar. 31, 2018
Amendment Flag	true
Amendment Description	Amendment No:1
Entity Filer Category	Smaller Reporting Company

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 39,124	$ 501,283	$ 2,153
Accounts receivable	1,210,108	2,332,991	2,533,943
Unbilled receivables	309,952	73,627
Prepaid expenses	349,524	176,886
Current assets	1,908,708	3,084,787	2,536,096
Property and equipment, net	999,807	1,072,132	1,316,603
Other
Customer relationships, net	3,696,000	3,765,300	4,042,500
Other intangibles, net	46,304	71,604	169,094
Deferred financing costs, line of credit	107,473	111,042
Deposits	35,914	35,914	9,611
Assets	6,794,206	8,140,779	8,073,904
Current liabilities
Current portion of long-term debt	1,271,741	653,971	315,778
Accounts payable	607,562	499,066	1,688,724
Accrued expenses	346,621	317,339	344,120
Customer deposits	407,893	57,906	706,895
Current liabilities	2,633,817	1,528,282	3,055,517
Long-term debt, net of current portion
Loans payable, stockholders	1,000,000	1,000,000	1,000,000
Other	1,669,751	3,806,553	2,179,203
Liabilities	5,303,568	6,334,835	6,234,720
Stockholders' equity
Common stock, at $0.001 par value, voting shares, 75,000,000 shares authorized, 65,414 shares issued and outstanding	65	65	65
Additional paid-in capital	646,633	646,633	646,633
Retained earnings	843,940	1,159,246	1,192,485
Stockholders' equity	1,490,638	1,805,944	1,839,183
LIABILITIES AND STOCKHOLDERS' EQUITY	$ 6,794,206	$ 8,140,779	$ 8,073,904

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000	75,000,000
Common stock, shares issued	65,414	65,414	65,414
Common stock, shares outstanding	65,414	65,414	65,414

XML

Consolidated Statements of Loss and Retained Earnings - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Revenues:
Outbound phone	$ 2,528,580	$ 3,275,739	$ 14,877,954	$ 15,423,110
Analytics and other	159,253	171,171	1,439,303	1,727,508
Revenues, Total	2,687,833	3,446,910	16,317,257	17,150,618
Operating expenses:
Production costs	1,659,476	2,260,125	10,422,413	9,922,050
Selling, general, and administrative	934,043	1,160,194	4,788,147	6,449,761
Depreciation and amortization	178,197	137,135	746,059	523,127
Operating expenses, Total	2,771,716	3,557,454	15,956,619	16,894,938
Operating loss	(83,883)	(110,544)	360,638	255,680
Other income (expense):
Gain on bargain purchase				2,125,532
Acquisition transaction costs				(1,322,596)
Other income		436	467	5,619
Interest expense	(231,423)	(44,236)	(394,344)	(74,512)
Net income (loss)	(315,306)	(154,344)	(33,239)	989,723
Members' equity (deficit), balance	1,159,246	1,192,485	1,192,485	402,762
Net income (loss)	(315,306)	(154,344)	(33,239)	989,723
Members' equity (deficit), balance	$ 843,940	$ 1,038,141	$ 1,159,246	$ 1,192,485

XML

Consolidated Statements of Cash Flow - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net income (loss)	$ (315,306)	$ (154,344)	$ (33,239)	$ 989,723
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment	83,597	39,344	349,264	280,872
Amortization of intangibles	98,169	97,791	396,795	242,255
Gain on bargain purchase				(2,125,532)
(Increase) decrease in operating assets:
Accounts receivable	1,122,883	922,237	200,951	(798,624)
Unbilled receivables	(236,324)	(79,857)	(73,627)
Prepaid expenses and other	(172,639)	(8,298)	(176,885)
Increase (decrease) in operating liabilities:
Accounts payable	108,497	(209,715)	(1,189,658)	1,249,080
Accrued expenses	29,282	(170,616)	(26,781)	104,312
Customer deposits	349,987	(164,249)	(648,989)	706,895
Settlement liability payable				65,000
Net cash provided by operating activities	1,068,146	272,293	(1,202,169)	713,980
Investing activities:
Purchase of property and equipment	(11,272)	(11,513)	(126,899)	(672,714)
Purchase of customer relationships				(1,300,000)
Deposits		(8,736)	(26,303)	(1,250)
Cash used in investing activities	(11,272)	(20,249)	(153,202)	(1,973,964)
Financing activities:
Repayment of term loan	(59,338)
Net repayment of line of credit	(1,611,090)	(218,617)
Proceeds from borrowing, bridge loan	175,000
Repayment of capital lease obligations	(23,604)	(22,757)
Net proceeds from borrowings, line of credit			1,183,462
Net proceeds from borrowing, line of credit			1,097,859	554,489
Repayment of capital lease obligations			(96,065)	(117,654)
Payments on contingent consideration payable			(219,713)
Proceeds from borrowings, stockholders				1,000,000
Repayment of notes payable - stockholders				(130,000)
Deferred financing costs incurred			(111,042)
Dividends				(200,000)
Net cash provided by financing activities	(1,519,032)	(241,374)	1,854,501	1,106,835
Net (decrease) increase in cash	(462,159)	10,669	499,130	(153,149)
Cash, beginning of period	501,283	2,153	2,153	155,302
Cash, end of period	39,124	12,822	501,283	2,153
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 231,423	$ 44,236	394,344	74,513
Non-cash investing and financing activities:
Property and equipment acquired with capital lease				156,020
Business relationships acquired with debt				874,468
Business relationships acquired through bargain purchase gain				$ 2,125,532

XML

Organization and Nature of Business

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Accounting Policies [Abstract]

Organization and Nature of Business

Note 1 – Organization, Nature of Business, Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC, with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

NOTE 1 – Organization, Nature of Business, Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Historically, a significant portion of the Company’s revenues and receivables are concentrated with a relatively few customers (Note 10). In addition, the Company’s revenues tend to increase during election years and decrease significantly during off years.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings, but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC (Note 11), with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

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Basis of Presentation

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Note 2 - Basis of Presentation

As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 and 2016 annual consolidated financial statements and notes thereto included elsewhere in this Form S-1.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The consolidated financial statements include the accounts of MR2 Group, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 – Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Precision and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities are not consolidated.

Basis of Presentation and Accounting and Restatement. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Notes 6 and 9).

In May 2018 it was determined that, as a result of a clerical error, the current portion of the Company’s long-term debt obligations as of December 31, 2017, as presented in the Company’s audited financial statements on Form S-1 was understated by approximately $275,000. Accordingly, in the accompanying financial statements, current portion of long-term debt has increased and other long-term debt, net of current portion has decreased by such amount from the previously reported amounts. 

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the allocation of the purchase price in business combination transactions and related useful or economic lives and impairment considerations related to long-lived assets, including property and equipment and customer relationships. Actual results could differ from those estimates.

Cash Equivalents. Cash equivalents, if any, include highly-liquid investments and money market accounts with initial maturities of three months or less.

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment, furniture and fixtures, and including amortization of leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset (typically 5 to 7 years) or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization are not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Intangible Assets. Intangible assets consist of acquired customer relationships and computer software. “Customer relationships” is a finite-lived asset acquired in a business combination transaction (Note 7). Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031).

Computer software consists of third-party developed and purchased software, which meets the definition of internal-use software, has both of the following characteristics:

a.	The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.
b.	During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Deferred Financing Costs. The Company capitalizes debt issuance costs, which typically include legal and other direct costs related to the issuance of debt. The capitalized costs are amortized to interest expense over the contractual term of the debt using a method that approximates the effective interest method. Deferred financing costs related to the term loan are presented as a reduction of the related debt, and deferred financing costs related to the Line of Credit are presented separately as an asset on the balance sheet.

Revenue Recognition. The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Considering guidance outlined within ASC 606-10-25-27, our revenues are recognized ratably over the terms of both short-term and long-term contracts, as performance obligations are satisfied over time.

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $53,081 and $159,348 for 2017 and 2016, respectively. Such were related primarily to marketing expenses of our online service.

Income Taxes. Precision has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we will recognize deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2018.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2018

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 4 -NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Implemented in 2018 Statement of Cash Flows. In January 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” otherwise referred as “ASU 2016-15.” ASU 2016-15 amends the guidance of Accounting Standards Codification (“ASC”) Topic 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles, specifically clarifying the guidance on eight cash flow issues. The adoption did not and is not expected to have a material impact on our consolidated financial statements.

Revenue from Contracts with Customers. In January 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices. The comparative information as of and for the three months ended March 31, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

New Accounting Pronouncements to be Implemented in 2019 Leases. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures.

Management believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on our financial statements.

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Related Party Transactions and Balances

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions and Balances

NOTE 3 – Related Party Transactions and Balances

Deferred Compensation

During 2016, the Company entered into an agreement to defer the compensation of certain stockholders. The amounts deferred are payable at the discretion of the stockholders and included in accrued expenses. In certain instances, stockholders use personal credit cards for business related expenses. Upon submission of expense receipts, the stockholders are reimbursed for such expenses or the respective stockholder’s deferred compensation account is increased. The outstanding balance of deferred compensation was $96,508 at December 31, 2017 and $132,842 at December 31, 2016.

Demetri Transportation, LLC

During 2016, the Company entered into an agreement with Demetri Transportation, LLC, a Nevada limited liability company, an entity wholly-owned by the Company’s President (“Demetri”) to lease a vehicle for Company use to shuttle employees to/from predesignated locations and the Company’s headquarters. The Company pays a monthly lease of approximately $1,000 and had approximately $12,000 in outstanding payables to Demetri as of December 31, 2017, and no outstanding payables to Demetri as of December 31, 2016.

Notes Payable, Stockholders

The Company borrows from its stockholders. (Note 8).

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Property and Equipment, Net

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 4 – Property and Equipment, Net

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	1,099,461		$	1,839,610
Furniture and fixtures		157,241			252,205
Leasehold improvements		830,860			854,633
		2,087,562			2,946,448
Less: accumulated depreciation and amortization		(1,015,430	)		(1,629,846	)
	$	1,072,132		$	1,316,603

Depreciation expense was $349,264 and $280,872 for the years ended December 31, 2017 and 2016, respectively.

The Company leases certain property and equipment under capital lease agreements with a cost of $106,651 and $202,716 as of December 31, 2017 and 2016, respectively.

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Intangible Assets, Net

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

NOTE 5 – Intangible Assets, Net

In July 2016, the Company acquired customer relationships from a division of SHC Universal known as Universal Survey Center Inc. (“Universal”) in a business combination (Note 7). Management’s estimate of the acquired value of the customer relationships was $4,158,000 using a discounted cash flow approach to value. The Company also owns computer software intangibles. Changes in Customer Relationship and computer software during the periods presented follow:

	As of December 31,
	2017			2016
Customer relationships, beginning of year	$	4,158,000		$	-
Additions		-			4,158,000
Disposals		-			-
		4,158,000			4,158,000
Accumulated Amortization		(392,700	)		(115,500	)
Customer relationships, end of year	$	3,765,300		$	4,042,500
Computer software, beginning of year	$	520,488		$	440,444
Additions		29,401			80,044
Disposals		(146,221	)		-
		403,668			520,488
Accumulated Amortization		(332,064	)		(351,394	)
Computer software, end of year	$	71,604		$	169,094

The Company expects 2018 amortization expense related to the customer contracts to be approximately $277,000, and amortization expense related to software to be similar in 2018 as in 2017. The remaining amortization period for customer relationships and computer software is approximately 13.5 years and 1 year, respectively.

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Impairment of Long Lived Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Impairment of Long Lived Assets

NOTE 6 – Impairment of Long Lived Assets

The Company evaluates the carrying value of its long-lived assets (including property and equipment and intangible assets) for possible impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Generally, the Company recognizes an impairment loss for long-lived assets other than goodwill when the sum of undiscounted expected cash flows from use of the asset is less than its carrying amount. In the Company’s industry, while information about specific transactions appears limited, there are published information about certain metric such as pricing based on multiples of the revenues and operating income. Accordingly, when undiscounted cash flows are less than the carrying value of the related asset, estimated fair values may be calculated using a discounted cash flow approach to value and / or multiples of revenues and / or operating income. If the estimated fair value for a long-lived asset including goodwill is less than the carrying value, an impairment charge for the difference is recorded. No significant impairments were recorded during the years presented. 

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Business Combination

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Business Combination

NOTE 7 – Business Combination

In July 2016, the Company acquired a division of Universal to enhance the Company’s position as a significant market survey provider. The primary reason for the combination was to acquire Universal customer relationships and related synergies and economies of scale expected from combining the new customers with the Company’s and moving the division’s operations from New York to Nevada. The division’s results of operations have been included in the Company’s operations beginning on July 20, 2016, the effective date. No goodwill was acquired in the transaction. Goodwill is the residual asset recognized in a business combination after recognizing all other identifiable assets acquired and liabilities assumed. Consideration consisted of $1.3 million in cash and approximately $0.9 million in contingent consideration. The estimated fair value of the assets acquired was $0.1 million for computer software and $4.2 million for customer relationships.

The estimated fair value of the contingent consideration was determined as 7.5% of total estimated revenue to be derived from the acquired customer relationships through August 2021 as specified in the agreement, paid annually and discounted to the effective date of the transaction using the discount rate applicable to estimating the fair value of the acquired business.

In summary, the Company acquired net assets with an estimated fair value of $4,300,000 for consideration of $2,174,468 (cash of $1,300,000 and contingent consideration of $874,468) resulting in a bargain purchase gain of approximately $2,125,000.

From the effective date of the acquisition, revenues from the customer relationships acquired have been substantial. The division’s activities were integrated into the Company’s other activities. Accordingly, earnings for the division subsequent to the effective date are not available. Information in the Company’s possession related to the revenues and earnings of the division prior to the effective date is incomplete and/or unavailable. Therefore, combined revenues and earnings of the Company and the division, as if the acquisition had occurred on January 1, 2015, is not presented.

Acquisition transaction costs related to the business combination totaling $1,322,596 is presented as a non-operating expense and consisted of approximately $80,000 in legal and consulting fees, $50,000 in travel expenses, $120,000 in professional service fees, and $1,070,000 of labor inefficiencies associated with transition services provided by Universal.

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Debt

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Debt Disclosure [Abstract]

Debt

Note 5 – Debt

Other Long-term Debt. Other Long-term debt consists entirely of the following:

	As of March 31,			As of December 31,
	2018			2017
Revolving Line of Credit	$	839,566		$	2,450,656
Term Loan		1,124,125			1,183,462
Working capital advance		175,000			-
Contingent Consideration Payable		654,755			654,755
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		83,046			106,651
		2,941,492			4,460,524
Less: current portion of long-term debt		(1,271,741	)		(653,971	)
	$	1,669,751		$	3,806,553

The non-current portion of long-term debt is all due in 2019.

Term Loan. In April 2018, the Company modified its existing term loan originally scheduled to mature in March 2019 which bears average monthly interest of 2.25% through maturity, which is extended to July 2019 under the modified agreement. During Q1, 2018 the Company elected to account for the term loan in accordance with the accelerated payment option as outlined in the modified term loan agreement, resulting in a larger current portion of such long-term debt as of March 31, 2018 and $120,000 lower interest expense from January 1, 2018 through maturity.

Working Capital Advance. In April 2018, the Company extended its then existing working capital advance under the Term Loan, originally scheduled to mature in April 2018, to June 2018. Such working capital advance bears monthly interest of 11.4% and is payable in June 2018.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.25% at March 31, 2018). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client.  This type of lending model based on borrowing limits as a percentage of accounts receivable and additional concentration limitations by client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.18% at March 31, 2017).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of March 31, 2018, $10,000 is classified as other long-term debt and the remainder is included within the current portion of long-term debt, and as of March 31, 2017, the entire balance is classified as other long-term debt.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At March 31, 2018, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately $250,000 will be due in 2018.

NOTE 8 – Debt:

Notes Payable, Stockholders. Notes payable to stockholders at December 31, 2017 and 2016 were reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.

During 2016, the Company received unsecured advances from stockholders that accrue interest at 10% per annum, with all principal and accrued interest originally due in October 2017.

Other Long-term Debt. Other long-term debt consists entirely of the following:

	As of December 31,
	2017			2016
Revolving Line of Credit	$	2,450,656		$	1,352,797
Term Loan		1,183,462			-
Contingent Consideration Payable		654,755			874,468
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		106,651			202,716
		4,460,524			2,494,981
Less: current portion of long-term debt		(653,971	)		(315,778	)
	$	3,806,553		$	2,179,203

The non-current portion of long-term debt is all due in 2019.

Term Loan. In September 2017, the Company obtained a new long-term credit agreement with a financial institution with an average monthly interest rate of approximately 3.59%, maturing in March 2019, for the purpose of settling the Universal litigation (Note 10), accounts payable and deferred compensation.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.00% at December 31, 2017). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client. This type of lending model is based on borrowing limits as a percentage of accounts receivable and additional concentration limitations per client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.02% at December 31, 2016).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of December 31, 2016, the entire balance is classified as other long-term debt, and as of December 31, 2017, $40,000 is classified as long-term, and the remainder is classified as short-term.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At December 31, 2017, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately will be due $250,000 in 2018.

Future minimum rental payments on the capital leases are as follows:

2018	$	95,757
2019		20,209
		115,966
Less: amount representing interest		(9,315	)
	$	106,651

See Note 11 for additional borrowings subsequent to December 31, 2017.

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Fair Value of Financial Instruments and Fair Value Measures

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments and Fair Value Measures

Note 3 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates, including the allocation of the purchase price in business combination transactions, evaluating long-lived assets for possible impairment, adjusting the carrying value of contingent consideration payable, and disclosures regarding financial instruments.

NOTE 9 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

In connection with the Universal acquisition, the Company recognized the acquired assets at fair value relying primarily on discounted cash flow methodologies and other metrics management believes market participants use, including capitalization and discount rates, and revenue and earnings multipliers. Additionally, the Company is required to pay the sellers contingent consideration based on 7.5% of future revenues from customer relationships acquired through August 2021. Initially the contingent consideration was valued using discount rates implicit in the transaction. The basis for changes to the estimated fair value of the contingent consideration include revised estimates of future revenues from the identified customers and then appropriate discount rates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative of current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

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Concentration of Credit Risks

3 Months Ended

Mar. 31, 2018

Risks and Uncertainties [Abstract]

Concentration of Credit Risks

Note 6 – Concentration of Credit Risks

While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the three months ended March 31	2018			2017
Customers that account for at least 5% of annual revenues		6			3
Percentage of revenues accounted for by such customers		86	%		82	%
Range of quarterly revenues associated by such customers		6-46	%		17-45
As of March 31, 2018 and December 31, 2017
Customers accounting for at least 5% of accounts receivables		5			4
Total accounts receivable from these customers		96	%		94	%
Range of total accounts receivable from these customers		11-29	%		11-49	%

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 – Commitments and Contingencies

Concentrations of Credit Risk and Allowance for Doubtful Collection. While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

The Company manages credit risk concentrations by evaluating the customer’s credit worthiness before extending credit, and monitors collections thereafter. Since customer credit is generally extended on a short-term basis (net due in 30 to 60 days), receivables do not bear interest. Accounts receivable are carried, net of an appropriate allowance, at their estimated collectible value. Accounts receivable are regularly evaluated for collectability, and the allowance for doubtful accounts is adjusted quarterly when appropriate based primarily on customers’ past credit history and known and estimated current financial condition, and the relative strength of the Company’s relationship with the customer. Accounts with invoices outstanding over 90 days are considered delinquent; however, customary collection efforts are initiated as an invoice approaches 45 days past due. At the time that all reasonable collection efforts are exhausted and the likelihood of collecting the outstanding balance is remote, account balances are written-off. However, write-offs have not been significant. The maximum losses the Company would incur if a customer failed to pay amounts owed would be limited to the recorded amount due net of any allowances provided.

Other Credit Risk Concentration. The Company maintains all of its cash accounts at one financial institution and, at times, balances may exceed federally insured limits. However, the extent of loss, if any, if the financial institution were to fail is not subject to estimation.

Litigation. The Company is subject to lawsuits and claims that arise in the normal course of business. While any litigation has an element of uncertainty, management believes that the final outcome of these matters will not have a material adverse effect upon the Company’s future financial position, results of operations, and cash flows.

Headwaters MB- Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters was for billings that were not founded in any implied, verbal, or written contract. Such matter was settled on April 10, 2018 (Note 8).

Universal - In July 2016, the Company acquired a division of Universal and entered into a 90-day transition services agreement whereby the Company engaged Universal to provide certain transition services. The Company disputed certain billings and refused to pay the disputed amounts pending investigation. Universal filed suit for collection. The Company filed a counter claim stating the subject of non-payment related to erroneous over-billings. The matter was settled in September 2017 for approximately $501,000, which approximated the Company’s recorded liability.

Operating Lease Obligations. The Company has an operating lease for office space with an unrelated party which requires monthly payments ranging from approximately $30,000 to $35,000 through its expiration in December 2019. The lease also provides for the reimbursement of certain property expenses by the Company. Rent expense associated with the office lease is recognized on a straight-line basis and totaled approximately $353,852 and 423,365 during 2017 and 2016, respectively.

During 2016, the Company entered into an operating lease for certain transportation equipment with a related entity under common ownership. The lease requires monthly payments of approximately $1,000 through its expiration in July 2019. Rent expense for the related party lease was approximately $12,000 for 2017 and approximately $5,000 for 2016.

Future minimum lease payments, not including reimbursement of property expenses, are as follows:

2018	$	434,445
2019	$	434,445

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Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

Note 7 – Subsequent Events

On June 2, 2018, we entered into a definitive asset purchase agreement with MAi Research to purchase substantially all of its assets, except cash on hand, accounts receivable, and assume certain known liabilities. The total purchase price of the acquisition will equal to five times of MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. We currently estimate the purchase price will be approximately $3.6 million. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of this offering. The unaudited pro forma consolidated financial statements presented elsewhere in this Form S-1 are presented to give effect to the consolidation of such entities, the issuance of shares associated with this prospectus, the related application of proceeds, and the election to become a tax paying consolidated group.

NOTE 11 – Subsequent Events

Management has made an evaluation for subsequent events requiring recognition or disclosure in these combined financial statements through April 23, 2018, which is the date these consolidated financial statements were available to be issued, and, except as discussed below and at Note 2 “Income Taxes, Note 8, none were identified.

Effective January 1, 2018, we renewed a five-year contract with our largest customer, National Opinions Research Center, for which we anticipate annual revenues of $5 million to $6 million in each fiscal year during that period.

On March 22, 2018, the Company and its line of credit lender entered into a modification agreement of the original terms of the line of credit to provide for relief from certain covenant violations as of December 31, 2017 and January 31, 2018. Under the terms of the loan amendment, the interest rate was increased from prime plus 2.5% to prime plus 4.0. Since March 22, 2018, the Company has remained in compliance with its bank covenants.

On January 25, 2018, the Company obtained an additional working capital advance under its Term Loan of $175,000. As part of the loan modification with the Company’s line of credit lender, the Term Loan lender agreed to extend the maturity of the Term Loan to July 2019.

In March 2018, we entered into a letter of intent agreement with Marketing Analysts, LLC, a South Carolina LLC, dba MAi Research (“MAi”), to purchase all of its assets except cash, accounts receivable, and certain known liabilities The total purchase price of the acquisition will be based on MAi’s 2017 audited earnings as defined and a multiple of five times. We estimate that such will result in a purchase price of approximately $4 million. The acquisition is scheduled to close concurrently with our planned Initial Public Offering. We intend to use a portion of the funds to be raised to fund 60% of the acquisition, payable over two years, with half of such amount to be paid in cash at closing. The remainder of the acquisition price will be paid with shares of the Company’s common stock over two years with half of such shares issued at closing and valued at the offering price. As such, the acquisition of MAi is contingent upon successfully completing the planned offering.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Precision and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities are not consolidated.

Basis of Presentation and Accounting and Restatement

Basis of Presentation and Accounting and Restatement. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Notes 6 and 9).

In May 2018 it was determined that, as a result of a clerical error, the current portion of the Company’s long-term debt obligations as of December 31, 2017, as presented in the Company’s audited financial statements on Form S-1 was understated by approximately $275,000. Accordingly, in the accompanying financial statements, current portion of long-term debt has increased and other long-term debt, net of current portion has decreased by such amount from the previously reported amounts. 

Use of Estimates

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the allocation of the purchase price in business combination transactions and related useful or economic lives and impairment considerations related to long-lived assets, including property and equipment and customer relationships. Actual results could differ from those estimates.

Cash Equivalents

Cash Equivalents. Cash equivalents, if any, include highly-liquid investments and money market accounts with initial maturities of three months or less.

Property and Equipment

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment, furniture and fixtures, and including amortization of leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset (typically 5 to 7 years) or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization are not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Intangible Assets

Intangible Assets. Intangible assets consist of acquired customer relationships and computer software. “Customer relationships” is a finite-lived asset acquired in a business combination transaction (Note 7). Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031).

Computer software consists of third-party developed and purchased software, which meets the definition of internal-use software, has both of the following characteristics:

a.	The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.
b.	During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Deferred Financing Costs

Deferred Financing Costs. The Company capitalizes debt issuance costs, which typically include legal and other direct costs related to the issuance of debt. The capitalized costs are amortized to interest expense over the contractual term of the debt using a method that approximates the effective interest method. Deferred financing costs related to the term loan are presented as a reduction of the related debt, and deferred financing costs related to the Line of Credit are presented separately as an asset on the balance sheet.

Revenue Recognition

Revenue Recognition. The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Considering guidance outlined within ASC 606-10-25-27, our revenues are recognized ratably over the terms of both short-term and long-term contracts, as performance obligations are satisfied over time.

Advertising

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $53,081 and $159,348 for 2017 and 2016, respectively. Such were related primarily to marketing expenses of our online service.

Income Taxes

Income Taxes. Precision has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we will recognize deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2018.

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Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	1,099,461		$	1,839,610
Furniture and fixtures		157,241			252,205
Leasehold improvements		830,860			854,633
		2,087,562			2,946,448
Less: accumulated depreciation and amortization		(1,015,430	)		(1,629,846	)
	$	1,072,132		$	1,316,603

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Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

Changes in Customer Relationship and computer software during the periods presented follow:

	As of December 31,
	2017			2016
Customer relationships, beginning of year	$	4,158,000		$	-
Additions		-			4,158,000
Disposals		-			-
		4,158,000			4,158,000
Accumulated Amortization		(392,700	)		(115,500	)
Customer relationships, end of year	$	3,765,300		$	4,042,500
Computer software, beginning of year	$	520,488		$	440,444
Additions		29,401			80,044
Disposals		(146,221	)		-
		403,668			520,488
Accumulated Amortization		(332,064	)		(351,394	)
Computer software, end of year	$	71,604		$	169,094

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Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Debt Disclosure [Abstract]

Schedule of Other Long-term Debt

Other Long-term Debt. Other Long-term debt consists entirely of the following:

	As of March 31,			As of December 31,
	2018			2017
Revolving Line of Credit	$	839,566		$	2,450,656
Term Loan		1,124,125			1,183,462
Working capital advance		175,000			-
Contingent Consideration Payable		654,755			654,755
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		83,046			106,651
		2,941,492			4,460,524
Less: current portion of long-term debt		(1,271,741	)		(653,971	)
	$	1,669,751		$	3,806,553

Other long-term debt consists entirely of the following:

	As of December 31,
	2017			2016
Revolving Line of Credit	$	2,450,656		$	1,352,797
Term Loan		1,183,462			-
Contingent Consideration Payable		654,755			874,468
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		106,651			202,716
		4,460,524			2,494,981
Less: current portion of long-term debt		(653,971	)		(315,778	)
	$	3,806,553		$	2,179,203

Schedule of Future Minimum Rental Payments

Future minimum rental payments on the capital leases are as follows:

2018	$	95,757
2019		20,209
		115,966
Less: amount representing interest		(9,315	)
	$	106,651

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Concentration of Credit Risks (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Risks and Uncertainties [Abstract]

Schedule of Concentration Credit Risk

For the three months ended March 31	2018			2017
Customers that account for at least 5% of annual revenues		6			3
Percentage of revenues accounted for by such customers		86	%		82	%
Range of quarterly revenues associated by such customers		6-46	%		17-45
As of March 31, 2018 and December 31, 2017
Customers accounting for at least 5% of accounts receivables		5			4
Total accounts receivable from these customers		96	%		94	%
Range of total accounts receivable from these customers		11-29	%		11-49	%

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

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Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Concentration of Credit Risk

For the three months ended March 31	2018			2017
Customers that account for at least 5% of annual revenues		6			3
Percentage of revenues accounted for by such customers		86	%		82	%
Range of quarterly revenues associated by such customers		6-46	%		17-45
As of March 31, 2018 and December 31, 2017
Customers accounting for at least 5% of accounts receivables		5			4
Total accounts receivable from these customers		96	%		94	%
Range of total accounts receivable from these customers		11-29	%		11-49	%

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

Schedule of Future Minimum Lease Payments

Future minimum lease payments, not including reimbursement of property expenses, are as follows:

2018	$	434,445
2019	$	434,445

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Organization and Nature of Business (Details Narrative)	Mar. 31, 2018	Dec. 31, 2017
Ownership interest	100.00%	100.00%
Turning Point Research Ltd [Member]
Ownership interest	100.00%	100.00%

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Organization, Nature of Business, Liquidity, and Management Plan (Details Narrative) (10-K)	12 Months Ended
	Dec. 31, 2017	Mar. 31, 2018
Ownership interest	100.00%	100.00%
First Quarter of 2018 [Member]
Significant customer withheld payment	customer withheld payment on approximately $250,000
Turning Point Research Ltd [Member]
Ownership interest	100.00%	100.00%

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Significant Accounting Policies (Details Narrative) (10-K) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Long term debt obligation	$ 275,000
Useful lives of intangible assets	15 years
Advertising expenses	$ 53,081	$ 159,348
Through 2031 [Member]
Intangible assets	$ 280,000
Leasehold Improvements [Member] | Minimum [Member]
Estimated useful lives of property plant and equipment	5 years
Leasehold Improvements [Member] | Maximum [Member]
Estimated useful lives of property plant and equipment	7 years
Other Than Leasehold Improvements [Member] | Minimum [Member]
Estimated useful lives of property plant and equipment	5 years
Other Than Leasehold Improvements [Member] | Maximum [Member]
Estimated useful lives of property plant and equipment	7 years

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Related Party Transactions and Balances (Details Narrative) (10-K) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Deferred Compensation	$ 132,842	$ 96,508
Monthly lease payment	1,000
Demetri Transportation, LLC [Member]
Outstanding payables		$ 12,000

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Property and Equipment, Net (Details Narrative) (10-K) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Depreciation expense	$ 83,597	$ 39,344	$ 349,264	$ 280,872
Property plant and equipment	$ 999,807		1,072,132	1,316,603
Capital Lease Agreements [Member]
Property plant and equipment			$ 106,651	$ 202,716

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Property and Equipment, Net - Schedule of Property and Equipment (Details) (10-K) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross		$ 2,087,562	$ 2,946,448
Less: accumulated depreciation and amortization		(1,015,430)	(1,629,846)
Property and equipment, net	$ 999,807	1,072,132	1,316,603
Equipment [Member]
Property and equipment, gross		1,099,461	1,839,610
Furniture and Fixtures [Member]
Property and equipment, gross		157,241	252,205
Leasehold Improvements [Member]
Property and equipment, gross		$ 830,860	$ 854,633

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Intangible Assets, Net (Details Narrative) (10-K) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
2018 [Member]
Amortization expense related to customer contracts		$ 277,000
Customer Relationships [Member]
Customer relationships, acquired value	$ 4,158,000		$ 4,158,000
Remaining amortization period		13 years 6 months
Computer Software [Member]
Customer relationships, acquired value		$ 29,401	$ 80,044
Remaining amortization period		1 year

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Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) (10-K) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jul. 31, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Accumulated Amortization		$ 98,169	$ 97,791	$ 396,795	$ 242,255
Customer Relationships [Member]
Finite lived intangible assets, beginning balance		3,765,300	4,042,500	4,042,500
Additions	$ 4,158,000				4,158,000
Disposals
Gross value, after additions disposals				4,158,000	4,158,000
Accumulated Amortization				(392,700)	(115,500)
Finite lived intangible assets. ending balance				3,765,300	4,042,500
Computer Software [Member]
Finite lived intangible assets, beginning balance		$ 71,604	$ 520,488	520,488	440,444
Additions				29,401	80,044
Disposals				(146,221)
Gross value, after additions disposals				403,668	520,488
Accumulated Amortization				(332,064)	(351,394)
Finite lived intangible assets. ending balance				$ 71,604	$ 520,488

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Business Combination (Details Narrative) (10-K) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jul. 31, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Cash	$ 1,300,000
Contingent consideration	874,468
Fair value of assets acquired	4,300,000
Consideration transferred	2,174,468
Bargain purchase gain	2,125,000				$ 2,125,532
Acquisition transaction costs	1,322,596
Legal and consulting fees	80,000
Travel expenses	50,000
Professional service fees	120,000
Labor inefficiencies	1,070,000
Computer Software [Member]
Fair value of assets acquired	100,000
Customer Relationships [Member]
Fair value of assets acquired	$ 4,200,000
Estimated revenue derived , percentage	7.50%
Universal Survey Center Inc [Member]
Cash	$ 1,300,000
Contingent consideration	$ 900,000

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Debt (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Litigation monthly payments		$ 65,000
Other long term debt				$ 4,460,524	$ 2,494,981
Contingent consideration payable		$ 655,000		$ 655,000
Asset Purchase Agreement [Member]
Contingent fee, percentage		7.50%		7.50%
Long Term Debt [Member]
Other long term debt		$ 10,000
Capital Lease Obligations [Member]
Capital lease maturity description		July 2019
Minimum [Member]
Capital lease obligations payable		$ 2,432
Capital lease interest rate percentage		8.70%
Maximum [Member]
Capital lease obligations payable		$ 3,903
Capital lease interest rate percentage		17.10%
LIBOR [Member]
Term loan interest rate		4.25%	5.18%
Line of credit maximum borrowings		$ 2,000,000
Revolving Credit Facility [Member]
Term loan maturity date, description	Mature in October 2017
Term loan interest rate				7.00%	5.02%
Line of credit maximum borrowings	$ 3,000,000				$ 2,000,000
Revolving Credit Facility [Member] | LIBOR [Member]
Term loan interest rate					4.25%
Revolving Credit Facility [Member]
Term loan maturity date, description	Maturing in September 2019
Term loan interest rate	2.50%	7.25%
April 2018 [Member]
Interest on working capital, rate		11.40%
April 2018 [Member] | Term Loan [Member]
Term loan maturity date, description		Mature in March 2019
Term loan interest rate		2.25%
Long term debt interest expense		$ 120,000
2018 [Member]
Litigation monthly payments		40,000
Contingent consideration payable		250,000
2019 [Member]
Litigation monthly payments		$ 25,000

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Debt (Details Narrative) (10-K) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 30, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Debt interest rate	3.59%				10.00%
Debt maturity description	maturing in March 2019			Reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.
Settlement liability payable current				$ 65,000
Settlement liability payable long term				40,000
Contingent consideration payable		$ 655,000		$ 655,000
Asset Purchase Agreement [Member]
Contingent fee, percentage		7.50%		7.50%
2018 [Member]
Settlement liability payable current				$ 40,000
Contingent consideration payable				250,000
2019 [Member]
Settlement liability payable current				$ 25,000
Minimum [Member]
Capital lease obligations		$ 2,432
Capital lease variable rate		8.70%
Maximum [Member]
Capital lease obligations		$ 3,903
Capital lease variable rate		17.10%
Capital Lease Agreements [Member]
Capital lease description				The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.
Capital Lease Agreements [Member] | Minimum [Member]
Capital lease obligations				$ 2,432
Capital lease variable rate				8.70%
Capital Lease Agreements [Member] | Maximum [Member]
Capital lease obligations				$ 3,903
Capital lease variable rate				17.10%
LIBOR [Member]
Line of credit maximum borrowing capacity		$ 2,000,000
Line of credit, rate		4.25%	5.18%
Revolving Credit Facility [Member]
Line of credit maximum borrowing capacity	$ 3,000,000				$ 2,000,000
Line of credit, rate				7.00%	5.02%
Line of credit, expiration date	Sep. 30, 2019
Revolving Credit Facility [Member] | Prime Rate [Member]
Line of credit, rate	2.50%
Revolving Credit Facility [Member] | LIBOR [Member]
Line of credit, rate					4.25%

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Debt - Schedule of Other Long-term Debt (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Other long term debt		$ 4,460,524	$ 2,494,981
Less: current portion of long-term debt	$ (1,271,741)	(653,971)	(315,778)
Other long term debt, current	1,669,751	3,806,553	2,179,203
Revolving Line of Credit [Member]
Other long term debt	839,566	2,450,656	1,352,797
Term Loan [Member]
Other long term debt	1,124,125	1,183,462
Working Capital Advance [Member]
Other long term debt	175,000
Contingent Consideration Payable [Member]
Other long term debt	654,755	654,755	874,468
Settlement Liability Payable [Member]
Other long term debt	65,000	65,000	65,000
Capital Lease Obligations [Member]
Other long term debt	$ 83,046	$ 106,651	$ 202,716

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Debt - Schedule of Future Minimum Rental Payments (Details) (10-K)	Dec. 31, 2017 USD ($)
Debt Disclosure [Abstract]
2018	$ 95,757
2019	20,209
Total	115,966
Less: amount representing interest	(9,315)
Capital lease	$ 106,651

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Fair Value of Financial Instruments and Fair Value Measures (Details Narrative) (10-K)	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Contingent consideration, percentage	7.50%

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Concentration of Credit Risks - Schedule of Concentration Credit Risk (Details) - Number	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	6	3	4	4
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Sales Revenue, Net [Member] | Minimum [Member]
Concentration risk percentage	6.00%	17.00%	9.00%	8.00%
Sales Revenue, Net [Member] | Maximum [Member]
Concentration risk percentage	46.00%	45.00%	36.00%	36.00%
Accounts Receivable [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	5		4	4
Concentration risk percentage	96.00%		94.00%	86.00%
Accounts Receivable [Member] | Minimum [Member]
Concentration risk percentage	11.00%		11.00%	5.00%
Accounts Receivable [Member] | Maximum [Member]
Concentration risk percentage	29.00%		49.00%	29.00%

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Concentration of Credit Risks - Schedule of Concentration Credit Risk (Details) (Parenthetical)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Accounts Receivable [Member]
Concentration risk percentage	96.00%		94.00%	86.00%
Customers [Member] | Sales Revenue, Net [Member]
Concentration risk percentage	5.00%	5.00%	5.00%	5.00%
Customers [Member] | Accounts Receivable [Member]
Concentration risk percentage	5.00%		5.00%	5.00%

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Commitments and Contingencies (Details Narrative) (10-K) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017
Settled liability			$ 501,000
Monthly lease payment		$ 1,000
Operating lease expiration, description		through its expiration in July 2019.
Rent expense	$ 353,852	$ 423,365
Unrelated Party [Member]
Operating lease expiration, description	through its expiration in December 2019.
Unrelated Party [Member] | Minimum [Member]
Monthly lease payment	$ 30,000
Unrelated Party [Member] | Maximum [Member]
Monthly lease payment	35,000
Related Party [Member]
Rent expense	$ 12,000	$ 5,000

XML

Commitments and Contingencies - Schedule of Concentration of Credit Risk (Details) (10-K) - Number	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	6	3	4	4
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Sales Revenue, Net [Member] | Minimum [Member]
Concentration risk percentage	6.00%	17.00%	9.00%	8.00%
Sales Revenue, Net [Member] | Maximum [Member]
Concentration risk percentage	46.00%	45.00%	36.00%	36.00%
Accounts Receivable [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	5		4	4
Concentration risk percentage	96.00%		94.00%	86.00%
Accounts Receivable [Member] | Minimum [Member]
Concentration risk percentage	11.00%		11.00%	5.00%
Accounts Receivable [Member] | Maximum [Member]
Concentration risk percentage	29.00%		49.00%	29.00%

XML

Commitments and Contingencies - Schedule of Concentration of Credit Risk (Details) (10-K) (Parenthetical)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Sales Revenue, Net [Member] | Customers [Member]
Concentration risk percentage	5.00%	5.00%	5.00%	5.00%
Accounts Receivable [Member]
Concentration risk percentage	96.00%		94.00%	86.00%
Accounts Receivable [Member] | Customers [Member]
Concentration risk percentage	5.00%		5.00%	5.00%

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (10-K)	Dec. 31, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 434,445
2019	$ 434,445

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Subsequent Events (Details Narrative) - USD ($)		1 Months Ended
	Jun. 02, 2018	Jul. 31, 2016
Estimated purchase price		$ 2,174,468
Subsequent Event [Member]
Estimated purchase price	$ 3,600,000

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Subsequent Events (Details Narrative) (10-K)				1 Months Ended		3 Months Ended		12 Months Ended
	Mar. 22, 2018	Jan. 25, 2018 USD ($)	Jan. 02, 2018 USD ($)	Mar. 31, 2018 USD ($)	Sep. 30, 2017	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Annual revenues						$ 2,687,833	$ 3,446,910	$ 16,317,257	$ 17,150,618
Debt maturity description					maturing in March 2019			Reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.
Subsequent Event [Member]
Working capital		$ 175,000
Debt maturity description		Term Loan lender agreed to extend the maturity of the Term Loan to July 2019.
Subsequent Event [Member] | Minimum [Member]
Line of credit, rate	2.50%
Subsequent Event [Member] | Maximum [Member]
Line of credit, rate	4.00%
Subsequent Event [Member] | National Opinions Research Center [Member] | Minimum [Member]
Annual revenues			$ 5,000,000
Subsequent Event [Member] | National Opinions Research Center [Member] | Maximum [Member]
Annual revenues			$ 6,000,000
Subsequent Event [Member] | South Carolina LLC [Member]
Purchase price of business combination				$ 4,000,000
Funds to be raised for aquisation percentage				0.60

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Consolidated Balance Sheets (Marketing Analysts, LLC and Affiliate) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 39,124	$ 501,283	$ 2,153
Accounts receivable	1,210,108	2,332,991	2,533,943
Prepaids and other assets	349,524	176,886
Current assets	1,908,708	3,084,787	2,536,096
Property and equipment, net	999,807	1,072,132	1,316,603
Assets	6,794,206	8,140,779	8,073,904
Current liabilities
Accounts payable	607,562	499,066	1,688,724
Current liabilities	2,633,817	1,528,282	3,055,517
Members' equity (deficit)	1,490,638	1,805,944	1,839,183
LIABILITIES AND MEMBERS' EQUITY	6,794,206	8,140,779	8,073,904
Marketing Analysts, LLC and Affiliate [Member]
Current assets
Cash	588,519	725,260	550,982
Accounts receivable	368,150	1,023,800	1,294,977
Prepaids and other assets	32,963	28,895	67,917
Current assets	989,631	1,777,955	1,913,876
Property and equipment, net	13,176	12,771	12,616
Assets	1,002,807	1,790,727	1,926,492
Current liabilities
Accounts payable	346,649	362,990	588,975
Other accrued liabilities	215,430	284,603	318,608
Unearned revenue	188,599	463,977	439,488
Line of credit	342,742	342,742	342,742
Current liabilities	1,093,420	1,454,312	1,689,814
Members' equity (deficit)	(90,613)	336,414	236,678
LIABILITIES AND MEMBERS' EQUITY	$ 1,002,807	$ 1,790,727	$ 1,926,492

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Consolidated Statements of Income (Loss) and Members' Equity (Marketing Analysts, LLC and Affiliate) - USD ($)	Total	Marketing Analysts, LLC and Affiliate [Member]
Revenues:	$ 17,150,618	$ 5,306,472
Operating expenses:
Production costs	9,922,050	1,905,703
Selling, general, and administrative	6,449,761	2,880,444
Depreciation and amortization	523,127	2,524
Operating expenses, Total	(16,894,938)	4,788,670
Operating income (loss)	255,680	517,801
Other income (expense):
Other income	5,619	13,096
Interest expense	(74,512)	(24,115)
Net income (loss)	989,723	506,782
Members' equity (deficit), balance at Dec. 31, 2015	402,762	(211,946)
Other income (expense):
Net income (loss)	989,723	506,782
Contributions Dividends		(58,158)
Members' equity (deficit), balance at Dec. 31, 2016	1,192,485	236,678
Revenues:	3,446,910	1,995,303
Operating expenses:
Production costs	2,260,125	838,612
Selling, general, and administrative	1,160,194	721,586
Depreciation and amortization	137,135	829
Operating expenses, Total	(3,557,454)	1,561,027
Operating income (loss)	(110,544)	434,276
Other income (expense):
Other income	436	9,592
Interest expense	(44,236)	(5,796)
Net income (loss)	(154,344)	438,072
Net income (loss)	(154,344)	438,072
Contributions Dividends		(21,581)
Members' equity (deficit), balance at Mar. 31, 2017	1,038,141	653,169
Revenues:	16,317,257	6,139,728
Operating expenses:
Production costs	10,422,413	2,472,634
Selling, general, and administrative	4,788,147	3,017,362
Depreciation and amortization	746,059	3,618
Operating expenses, Total	(15,956,619)	5,493,614
Operating income (loss)	360,638	646,113
Other income (expense):
Other income	467	12,327
Interest expense	(394,344)	(22,816)
Net income (loss)	(33,239)	635,624
Members' equity (deficit), balance at Dec. 31, 2016	1,192,485	236,678
Other income (expense):
Net income (loss)	(33,239)	635,624
Contributions Dividends		(535,888)
Members' equity (deficit), balance at Dec. 31, 2017	1,159,246	336,414
Revenues:	2,687,833	842,300
Operating expenses:
Production costs	1,659,476	407,694
Selling, general, and administrative	934,043	704,483
Depreciation and amortization	178,197	1,067
Operating expenses, Total	(2,771,716)	1,113,244
Operating income (loss)	(83,883)	(270,944)
Other income (expense):
Other income
Interest expense	(231,423)	(5,344)
Net income (loss)	(315,306)	(276,287)
Net income (loss)	(315,306)	(276,287)
Contributions Dividends		(150,740)
Members' equity (deficit), balance at Mar. 31, 2018	$ 843,940	$ (90,613)

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Consolidated Statements of Cash Flow (Marketing Analysts, LLC and Affiliate) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net income (loss)	$ (315,306)	$ (154,344)	$ (33,239)	$ 989,723
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	178,197	137,135	746,059	523,127
(Increase) decrease in operating assets:
Accounts receivable	(1,122,883)	(922,237)	(200,951)	798,624
Increase (decrease) in operating liabilities:
Accounts payable	108,497	(209,715)	(1,189,658)	1,249,080
Net cash provided by operating activities	1,068,146	272,293	(1,202,169)	713,980
Investing activities:
Purchase of property and equipment	(11,272)	(11,513)	(126,899)	(672,714)
Cash used in investing activities	(11,272)	(20,249)	(153,202)	(1,973,964)
Financing activities:
Dividends				(200,000)
Net cash provided by financing activities	(1,519,032)	(241,374)	1,854,501	1,106,835
Net increase (decrease) in cash	(462,159)	10,669	499,130	(153,149)
Cash, beginning of period	501,283	2,153	2,153	155,302
Cash, end of period	39,124	12,822	501,283	2,153
Supplemental disclosure of cash flow information:
Cash paid for interest	231,423	44,236	394,344	74,513
Marketing Analysts, LLC and Affiliate [Member]
Operating activities:
Net income (loss)	(276,287)	438,072	635,624	506,782
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	1,067	829	3,618	2,524
(Increase) decrease in operating assets:
Accounts receivable	655,650	218,118	271,177	(606,066)
Prepaid expenses and other	(4,067)	(136,103)	39,021	(11,429)
Increase (decrease) in operating liabilities:
Accounts payable	(16,341)	273,111	(225,986)	139,024
Other accrued liabilities	(69,173)	(170,184)	(34,005)	60,605
Unearned revenue	(275,378)	(430,417)	24,489	147,478
Net cash provided by operating activities	15,470	193,425	713,939	238,919
Investing activities:
Purchase of property and equipment	(1,471)		(3,773)	(4,515)
Cash used in investing activities	(1,471)		(3,773)	(4,515)
Financing activities:
Dividends	(150,740)	(21,581)	(535,888)	(58,158)
Net cash provided by financing activities	(150,740)	(21,581)	(535,888)	(58,158)
Net increase (decrease) in cash	(136,741)	171,844	174,278	176,246
Cash, beginning of period	725,260	550,982	550,982	374,736
Cash, end of period	588,519	722,825	725,260	550,982
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 5,344	$ 5,796	$ 22,816	$ 24,115

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Organization and Nature of Business (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Organization and Nature of Business

Note 1 – Organization, Nature of Business, Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC, with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

NOTE 1 – Organization, Nature of Business, Liquidity, and Management Plan

Organization and Nature of Business. The formation of MR2 Group, Inc. (“MR2”), an entity organized to hold equity interests in entities that have and will provide market research surveys and related services to private and publicly-owned enterprises and government agencies, occurred in December 2017. Subsequent to December 31, 2017, in preparation for an initial public offering, MR2 received (or will receive prior to the offering becoming effective) all equity interests in Precision Opinion, Inc. (“Precision” or “the Company”) and MR2 formed other 100%-owned subsidiaries to accomplish expansion opportunities in the United States and selected foreign jurisdictions. The formation of MR2 and the other entities did not involve capital raising. For the periods presented, Precision accounted for substantially all of the operations and all domestic activities. Precision, organized in July 2007, conducted an insignificant portion of its business through Turning Point Research Ltd. (“Turning Point”), its 100%-owned subsidiary, from May 2014 until dissolution in February 2016. Turning Point performed online market research services.

Historically, a significant portion of the Company’s revenues and receivables are concentrated with a relatively few customers (Note 10). In addition, the Company’s revenues tend to increase during election years and decrease significantly during off years.

Liquidity and Management Plans. Typically, the Company’s liquidity requirements consist primarily of funds necessary to pay operating expenses largely consisting of payroll and other data collection costs, principal and interest on loans, and capital expenditures. Sources of our liquidity include our existing working capital and cash provided from operations that may vary frequently due to timing of projects with relatively few customers. In recent months, we have incurred costs that are outside our normal course of business; specifically, we have incurred significant costs related to the Company’s planned initial public offering and related S-1 filing. Such fees include fees related to audits of prior period financial statements not previously required, investment banker fees, legal fees, SEC counsel fees, SEC consulting fees, regulatory fees, and travel costs.

In addition, during the first quarter of 2018, the Company experienced lower revenues as a result of project timing and because a significant customer withheld payment on approximately $250,000 of outstanding invoices until management is able to satisfactorily explain certain details concerning the related deliverables. Management believes, but there is no assurance that, such amounts will be collected in full in the near future.

Due to pressure on our liquidity, in 2018, we obtained short-term financing in order to meet our short-term liquidity requirements. Management does not expect significant future short-term borrowings, but expects that cash flow from operations to be sufficient to cover short-term liquidity needs, including those arising from costs outside the normal course of business. When considering long-term liquidity needs, the Company believes that future working capital will be sufficient to manage our liquidity needs. The Company intends to acquire additional customers through the acquisition of complimentary research firms, including Marketing Analysts, LLC (Note 11), with a portion of equity capital raised in its planned initial public offering.

If management is unable to achieve the above noted goals, additional short-term borrowings may be necessary. Management believes that a successful planned offering and raising of capital through such offering would be beneficial to the Company’s working capital and liquidity position, as noted above. Further, such offering would allow for both organic and inorganic growth opportunities, including the acquisition of complimentary research firms that would be difficult or impossible to achieve using only cash provided by operations.

Marketing Analysts, LLC and Affiliate [Member]

Organization and Nature of Business

Note 1 - Organization and Nature of Business

Marketing Analysts, LLC (“MAi” or the “Company”) is an independent research services firm. We work with business and technology leaders to help them develop customer-focused strategies that drive growth. Since 1982, MAi, originally Marketing Analysts incorporated, has been delivering accurate, actionable research to some of the most successful companies in the world. We help our clients promote their brands and understand their customers using proven research methodologies, innovative analytic techniques, and the insight of our experience. Our commitment to excellence has led us to develop new methodologies, new questionnaire designs, new analytical techniques, and new research applications. We invest in development so we can better serve our clients and ensure their success in marketing and developing their products.

NOTE 1 – Organization and Nature of Business

Marketing Analysts, LLC (“MAi” or the “Company”) is an independent research services firm. We work with business and technology leaders to help them develop customer-focused strategies that drive growth. Since 1982, MAi, originally Marketing Analysts incorporated, has been delivering accurate, actionable research to some of the most successful companies in the world. We help our clients promote their brands and understand their customers using proven research methodologies, innovative analytic techniques, and the insight of our experience. Our commitment to excellence has led us to develop new methodologies, new questionnaire designs, new analytical techniques, and new research applications. We invest in development so we can better serve our clients and ensure their success in marketing and developing their products.

Historically, a significant portion of the Company’s revenues and receivables are concentrated with a relatively few customers (Note 7).

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Basis of Presentation (Marketing Analysts, LLC and Affiliate)

3 Months Ended

Mar. 31, 2018

Basis of Presentation

Note 2 - Basis of Presentation

As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 and 2016 annual consolidated financial statements and notes thereto included elsewhere in this Form S-1.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The consolidated financial statements include the accounts of MR2 Group, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Marketing Analysts, LLC and Affiliate [Member]

Basis of Presentation

Note 2 - Basis of Presentation

As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 and 2016 annual consolidated financial statements and notes thereto included elsewhere in this Form S-1.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The consolidated financial statements include the accounts of Marketing Analysts, LLC and its affiliate. All material intercompany accounts and transactions have been eliminated in consolidation.

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Significant Accounting Policies (Marketing Analysts, LLC and Affiliate)

12 Months Ended

Dec. 31, 2017

Significant Accounting Policies

NOTE 2 – Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Precision and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities are not consolidated.

Basis of Presentation and Accounting and Restatement. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Notes 6 and 9).

In May 2018 it was determined that, as a result of a clerical error, the current portion of the Company’s long-term debt obligations as of December 31, 2017, as presented in the Company’s audited financial statements on Form S-1 was understated by approximately $275,000. Accordingly, in the accompanying financial statements, current portion of long-term debt has increased and other long-term debt, net of current portion has decreased by such amount from the previously reported amounts. 

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the allocation of the purchase price in business combination transactions and related useful or economic lives and impairment considerations related to long-lived assets, including property and equipment and customer relationships. Actual results could differ from those estimates.

Cash Equivalents. Cash equivalents, if any, include highly-liquid investments and money market accounts with initial maturities of three months or less.

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment, furniture and fixtures, and including amortization of leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset (typically 5 to 7 years) or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization are not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Intangible Assets. Intangible assets consist of acquired customer relationships and computer software. “Customer relationships” is a finite-lived asset acquired in a business combination transaction (Note 7). Such asset includes information about the seller’s prior contracts with the customers and relationship management that are essential to obtaining new and retaining on-going contracts. Such intangible is amortized using the straight-line method over the estimated average economic life of 15 years (approximately $280,000 per year through 2031).

Computer software consists of third-party developed and purchased software, which meets the definition of internal-use software, has both of the following characteristics:

a.	The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.
b.	During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.

Computer software is carried at cost and amortized using the straight-line method over an estimated economic life of three years.

Deferred Financing Costs. The Company capitalizes debt issuance costs, which typically include legal and other direct costs related to the issuance of debt. The capitalized costs are amortized to interest expense over the contractual term of the debt using a method that approximates the effective interest method. Deferred financing costs related to the term loan are presented as a reduction of the related debt, and deferred financing costs related to the Line of Credit are presented separately as an asset on the balance sheet.

Revenue Recognition. The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Considering guidance outlined within ASC 606-10-25-27, our revenues are recognized ratably over the terms of both short-term and long-term contracts, as performance obligations are satisfied over time.

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $53,081 and $159,348 for 2017 and 2016, respectively. Such were related primarily to marketing expenses of our online service.

Income Taxes. Precision has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we will recognize deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2018.

Marketing Analysts, LLC and Affiliate [Member]

Significant Accounting Policies

NOTE 2 – Significant Accounting Policies

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of MAi and the related-party S-Corporation (Note 3). All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities, except as noted within Note 3, are not consolidated.

Basis of Presentation and Accounting. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Note 7).

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the percentage of completion for services performed, including the recording of revenue.

Cash. Cash includes “highly-liquid” investments and money market accounts with initial maturities of three months or less.

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment is provided principally using the straight-line method. Equipment is depreciated over the useful life of the asset (typically 5 to 7 years). Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Revenue Recognition. The Company generates revenues from delivering market research analysis, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized over the term of the contract, as certain internally defined milestones are attained.

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $10,035 and $4,402 for 2017 and 2016, respectively.

Income Taxes. As the Company is structured as an LLC, its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact of certain pronouncements, as noted below:

In November 2017, the FASB issued a new standard ASU No.2017-14, “Income Statement – Reporting Comprehensive Income” (Topic 815), “Revenue Recognition” (Topic 605) and “Revenue from Contracts with Customers” (Topic 606). The new standard provides guidance in these areas pursuant to certain SEC Staff Accounting Bulletin and Release, as they relate to the presentation of revenue recognition matters on the statement of comprehensive income. It will be effective for public entities concurrent with the effectuation of other revenue recognition standards. The Company does not anticipate the adoption of this ASU to have a significant impact on its presentation within the statement of income and retained earnings.

In January 2017, the FASB issued a new standard ASU No.2017-01, “Business Combinations” (Topic 805). The new standard provides guidance to clarify the definition of a ‘business’ and assist entities in evaluation whether a transaction should be accounted for as an acquisition/disposal of assets or a business. It will be effective for public entities for fiscal years and interim periods, beginning after December 15, 2017, with limited early application. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its presentation within the statement of cash flows.

In August 2016, the FASB issued a new standard ASU No.2016-15, “Statement Cash Flows “Classification of Certain Cash Receipts and Cash Disbursements” Topic 230). The new standard provides guidance as to the conformity of presentation of certain cash receipts and disbursements. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2017. The Company does not anticipate the adoption of this ASU will have a significant impact on its presentation within the statement of cash flows.

In June 2016, the FASB issued a new standard ASU No.2016-13, “Financial Instruments – Credit Losses” (Topic 326).: The new standard is intended to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2018. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017 for PBEs and certain specified entities and December 15, 2018 for all other entities, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2019.

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Related Party Transactions and Balances (Marketing Analysts, LLC and Affiliate)

12 Months Ended

Dec. 31, 2017

Related Party Transactions and Balances

NOTE 3 – Related Party Transactions and Balances

Deferred Compensation

During 2016, the Company entered into an agreement to defer the compensation of certain stockholders. The amounts deferred are payable at the discretion of the stockholders and included in accrued expenses. In certain instances, stockholders use personal credit cards for business related expenses. Upon submission of expense receipts, the stockholders are reimbursed for such expenses or the respective stockholder’s deferred compensation account is increased. The outstanding balance of deferred compensation was $96,508 at December 31, 2017 and $132,842 at December 31, 2016.

Demetri Transportation, LLC

During 2016, the Company entered into an agreement with Demetri Transportation, LLC, a Nevada limited liability company, an entity wholly-owned by the Company’s President (“Demetri”) to lease a vehicle for Company use to shuttle employees to/from predesignated locations and the Company’s headquarters. The Company pays a monthly lease of approximately $1,000 and had approximately $12,000 in outstanding payables to Demetri as of December 31, 2017, and no outstanding payables to Demetri as of December 31, 2016.

Notes Payable, Stockholders

The Company borrows from its stockholders. (Note 8).

Marketing Analysts, LLC and Affiliate [Member]

Related Party Transactions and Balances

NOTE 3 – Related Party Transactions and Balances

The stockholders of the Company also own equal shares in an S-corporation, which serves solely to pay the salaries of the stockholders, in their capacity as officers of the Company. Such S-corporation is funded by the Company, and all such funds are distributed as salaries to the stockholder officers. As such, the S-corporation is consolidated into the operations of the Company. This related party has no assets, liabilities, or equity as of December 31, 2017 and 2016, and has 268 authorized, issued, and outstanding shares, with no par or stated value.

Further, we pay a former stockholder an annual fee based on adjusted net income (Note 7).

Lastly, we pay a different former stockholder a fee, payable monthly, for consulting services provided to the Company. For each of the years ended 2017 and 2016, such fee was approximately $12,000.

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Property and Equipment, Net (Marketing Analysts, LLC and Affiliate)

12 Months Ended

Dec. 31, 2017

Property and Equipment, Net

NOTE 4 – Property and Equipment, Net

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	1,099,461		$	1,839,610
Furniture and fixtures		157,241			252,205
Leasehold improvements		830,860			854,633
		2,087,562			2,946,448
Less: accumulated depreciation and amortization		(1,015,430	)		(1,629,846	)
	$	1,072,132		$	1,316,603

Depreciation expense was $349,264 and $280,872 for the years ended December 31, 2017 and 2016, respectively.

The Company leases certain property and equipment under capital lease agreements with a cost of $106,651 and $202,716 as of December 31, 2017 and 2016, respectively.

Marketing Analysts, LLC and Affiliate [Member]

Property and Equipment, Net

NOTE 4 – Property and Equipment, Net

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	20,350		$	16,576
Less: accumulated depreciation		(7,578	)		(3,960	)
	$	12,771		$	12,616

Depreciation expense was $3,618 and $2,524 for the years ended December 31, 2017 and 2016, respectively.

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Debt (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Debt

Note 5 – Debt

Other Long-term Debt. Other Long-term debt consists entirely of the following:

	As of March 31,			As of December 31,
	2018			2017
Revolving Line of Credit	$	839,566		$	2,450,656
Term Loan		1,124,125			1,183,462
Working capital advance		175,000			-
Contingent Consideration Payable		654,755			654,755
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		83,046			106,651
		2,941,492			4,460,524
Less: current portion of long-term debt		(1,271,741	)		(653,971	)
	$	1,669,751		$	3,806,553

The non-current portion of long-term debt is all due in 2019.

Term Loan. In April 2018, the Company modified its existing term loan originally scheduled to mature in March 2019 which bears average monthly interest of 2.25% through maturity, which is extended to July 2019 under the modified agreement. During Q1, 2018 the Company elected to account for the term loan in accordance with the accelerated payment option as outlined in the modified term loan agreement, resulting in a larger current portion of such long-term debt as of March 31, 2018 and $120,000 lower interest expense from January 1, 2018 through maturity.

Working Capital Advance. In April 2018, the Company extended its then existing working capital advance under the Term Loan, originally scheduled to mature in April 2018, to June 2018. Such working capital advance bears monthly interest of 11.4% and is payable in June 2018.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.25% at March 31, 2018). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client.  This type of lending model based on borrowing limits as a percentage of accounts receivable and additional concentration limitations by client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.18% at March 31, 2017).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of March 31, 2018, $10,000 is classified as other long-term debt and the remainder is included within the current portion of long-term debt, and as of March 31, 2017, the entire balance is classified as other long-term debt.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At March 31, 2018, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately $250,000 will be due in 2018.

NOTE 8 – Debt:

Notes Payable, Stockholders. Notes payable to stockholders at December 31, 2017 and 2016 were reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.

During 2016, the Company received unsecured advances from stockholders that accrue interest at 10% per annum, with all principal and accrued interest originally due in October 2017.

Other Long-term Debt. Other long-term debt consists entirely of the following:

	As of December 31,
	2017			2016
Revolving Line of Credit	$	2,450,656		$	1,352,797
Term Loan		1,183,462			-
Contingent Consideration Payable		654,755			874,468
Settlement Liability Payable		65,000			65,000
Capital Lease Obligations		106,651			202,716
		4,460,524			2,494,981
Less: current portion of long-term debt		(653,971	)		(315,778	)
	$	3,806,553		$	2,179,203

The non-current portion of long-term debt is all due in 2019.

Term Loan. In September 2017, the Company obtained a new long-term credit agreement with a financial institution with an average monthly interest rate of approximately 3.59%, maturing in March 2019, for the purpose of settling the Universal litigation (Note 10), accounts payable and deferred compensation.

Revolving Credit Lines. In September 2017, the Company replaced its then existing line of credit originally scheduled to mature in October 2017 with a similar line of credit including maximum borrowings of $3,000,000 with an interest rate at prime plus 2.5%, maturing in September 2019 (7.00% at December 31, 2017). This agreement provides for advances based on agreed percentages of accounts receivable and earned but unbilled revenue with additional limits as to how much collateral can be attributable to any one client. This type of lending model is based on borrowing limits as a percentage of accounts receivable and additional concentration limitations per client and the Company’s revenue concentrations with a few clients is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

The prior agreement provided for borrowings up to a maximum of $2,000,000 with interest based on one-month LIBOR plus 4.25% (5.02% at December 31, 2016).

Capital Lease Obligations. The Company has capital lease obligations payable to financial institutions. Payments are due in monthly installments ranging between $2,432 and $3,903, including interest ranging from 8.70% to 17.10%. The capital lease agreements are collateralized by equipment and are guaranteed by a stockholder. The lease obligations are due at various times through July 2019.

Settlement Liability Payable. Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters were for billings that were not founded in any implied, verbal, or written contract. Headwaters and the Company settled this dispute on April 10, 2018, whereby the Company will make monthly payments beginning June 2018 through May 2019. The Company agreed to the total settlement amount of $65,000, of which $40,000 is payable in 2018, and $25,000 is payable in 2019. As of December 31, 2016, the entire balance is classified as other long-term debt, and as of December 31, 2017, $40,000 is classified as long-term, and the remainder is classified as short-term.

Contingent Consideration Payable. Under the terms of the asset purchase agreement with Universal, the Company pays Universal annually a contingent fee of 7.5% of the total revenue derived from the customers relationships acquired through August 2021, presented net of discount calculated using the discount rate implicit in the business combination transaction. At December 31, 2017, the Company estimated the fair value of these future installment fees to be approximately $655,000, of which the Company anticipates that approximately will be due $250,000 in 2018.

Future minimum rental payments on the capital leases are as follows:

2018	$	95,757
2019		20,209
		115,966
Less: amount representing interest		(9,315	)
	$	106,651

See Note 11 for additional borrowings subsequent to December 31, 2017.

Marketing Analysts, LLC and Affiliate [Member]

Debt

NOTE 5 – Debt:

Short-term debt consists entirely of the following:

Revolving Credit Line. In January 2017, the Company renewed its existing line of credit originally scheduled to mature in January 2017. The line of credit featured maximum borrowings of $500,000 with an interest rate of prime plus 0.5%, maturing in July 2018 (5.00% at December 31, 2017). Accordingly, the line of credit is classified as short-term as of December 31, 2017 and 2016. This agreement provides for advances based on agreed percentages of accounts receivable. This type of lending model based on borrowing limits as a percentage of accounts receivable is vulnerable to inadvertent events of temporary, short-term non-compliance. All of the Company’s assets collateralize the line of credit that has certain other covenants and restrictions, including the maintenance of certain financial ratios.

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Fair Value of Financial Instruments and Fair Value Measures (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Fair Value of Financial Instruments and Fair Value Measures

Note 3 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates, including the allocation of the purchase price in business combination transactions, evaluating long-lived assets for possible impairment, adjusting the carrying value of contingent consideration payable, and disclosures regarding financial instruments.

NOTE 9 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost) and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

In connection with the Universal acquisition, the Company recognized the acquired assets at fair value relying primarily on discounted cash flow methodologies and other metrics management believes market participants use, including capitalization and discount rates, and revenue and earnings multipliers. Additionally, the Company is required to pay the sellers contingent consideration based on 7.5% of future revenues from customer relationships acquired through August 2021. Initially the contingent consideration was valued using discount rates implicit in the transaction. The basis for changes to the estimated fair value of the contingent consideration include revised estimates of future revenues from the identified customers and then appropriate discount rates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative of current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

Marketing Analysts, LLC and Affiliate [Member]

Fair Value of Financial Instruments and Fair Value Measures

Note 3 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost), and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, inconsequential and / or floating rates of interest, if any. The carrying value of capital lease obligations and contingent consideration payable also approximate their estimated fair value because the terms of the facility are representative of current market conditions.

Management believes it is not practical to estimate the fair value of amounts due to stockholders because of the unique nature of the relationships and transactions.

NOTE 6 – Fair Value of Financial Instruments and Fair Value Measures

GAAP establishes a framework for measuring fair value and provides a fair value hierarchy that prioritizes the use of valuation metrics (referred to as “inputs”). Estimates of fair value for financial and other assets and liabilities are based on the framework. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost), and establishes an input hierarchy for estimating fair value. The three levels of the fair value input hierarchy are as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and payable and debt.

The fair value measurement level applicable to a particular asset or liability within the hierarchy is the lowest level of any significant input in the fair value measurement. Valuation techniques are required to maximize the use of observable inputs when available and minimize the use of unobservable inputs.

Level 3 inputs are used for all of the Company’s fair value estimates.

Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, line of credit, and accounts payable, approximate their estimated fair value because of the short durations of the instruments, and inconsequential and / or floating rates of interest, if any.

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Commitments and Contingencies (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Commitments and Contingencies

NOTE 10 – Commitments and Contingencies

Concentrations of Credit Risk and Allowance for Doubtful Collection. While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

The Company manages credit risk concentrations by evaluating the customer’s credit worthiness before extending credit, and monitors collections thereafter. Since customer credit is generally extended on a short-term basis (net due in 30 to 60 days), receivables do not bear interest. Accounts receivable are carried, net of an appropriate allowance, at their estimated collectible value. Accounts receivable are regularly evaluated for collectability, and the allowance for doubtful accounts is adjusted quarterly when appropriate based primarily on customers’ past credit history and known and estimated current financial condition, and the relative strength of the Company’s relationship with the customer. Accounts with invoices outstanding over 90 days are considered delinquent; however, customary collection efforts are initiated as an invoice approaches 45 days past due. At the time that all reasonable collection efforts are exhausted and the likelihood of collecting the outstanding balance is remote, account balances are written-off. However, write-offs have not been significant. The maximum losses the Company would incur if a customer failed to pay amounts owed would be limited to the recorded amount due net of any allowances provided.

Other Credit Risk Concentration. The Company maintains all of its cash accounts at one financial institution and, at times, balances may exceed federally insured limits. However, the extent of loss, if any, if the financial institution were to fail is not subject to estimation.

Litigation. The Company is subject to lawsuits and claims that arise in the normal course of business. While any litigation has an element of uncertainty, management believes that the final outcome of these matters will not have a material adverse effect upon the Company’s future financial position, results of operations, and cash flows.

Headwaters MB- Headwaters filed suit against Precision Opinion for non-payment of transaction fees in 2016. Precision counter-sued stating that the non-payment referenced by Headwaters was for billings that were not founded in any implied, verbal, or written contract. Such matter was settled on April 10, 2018 (Note 8).

Universal - In July 2016, the Company acquired a division of Universal and entered into a 90-day transition services agreement whereby the Company engaged Universal to provide certain transition services. The Company disputed certain billings and refused to pay the disputed amounts pending investigation. Universal filed suit for collection. The Company filed a counter claim stating the subject of non-payment related to erroneous over-billings. The matter was settled in September 2017 for approximately $501,000, which approximated the Company’s recorded liability.

Operating Lease Obligations. The Company has an operating lease for office space with an unrelated party which requires monthly payments ranging from approximately $30,000 to $35,000 through its expiration in December 2019. The lease also provides for the reimbursement of certain property expenses by the Company. Rent expense associated with the office lease is recognized on a straight-line basis and totaled approximately $353,852 and 423,365 during 2017 and 2016, respectively.

During 2016, the Company entered into an operating lease for certain transportation equipment with a related entity under common ownership. The lease requires monthly payments of approximately $1,000 through its expiration in July 2019. Rent expense for the related party lease was approximately $12,000 for 2017 and approximately $5,000 for 2016.

Future minimum lease payments, not including reimbursement of property expenses, are as follows:

2018	$	434,445
2019	$	434,445

Marketing Analysts, LLC and Affiliate [Member]

Commitments and Contingencies

NOTE 4 – Commitments and Contingencies

Payments to Previous Stockholder. The Company has an agreement in place with a former stockholder of the Company. As part of his separation agreement from the Company, which was entered into during 2012, he is entitled to 15% of the adjusted net income of the Company for each of the seven fiscal years beginning on January 1, 2013 through December 31, 2019, payable by April 15^th of the following year. The expense associated with this fee is recognized in the year it is incurred. For the quarter ended March 31, 2018, no expense was incurred, and was estimated to be approximately $77,000 for the quarter ended March 31, 2017.

NOTE 7 – Commitments and Contingencies

Concentrations of Credit Risk and Allowance for Doubtful Collection. While the Company occasionally receives significant advance payments for future services, its receivables are generally uncollateralized. Further, a significant portion of the Company’s revenues and accounts receivable are associated with relatively few customers. For example:

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		5			6
Percentage of revenues accounted for by such customers		45	%		41	%
Range of annual revenues associated with such customers		6-13	%		5-9	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		7			8
Total accounts receivable from these customers		86	%		74	%
Range of total accounts receivable from these customers		5-25	%		6-22	%

The Company manages credit risk concentrations by evaluating the customer’s credit worthiness before extending credit, and monitors collections thereafter. Since customer credit is generally extended on a short-term basis (net due in 30 days), receivables do not bear interest. Accounts receivable are carried, net of an appropriate allowance, at their estimated collectible value. Accounts receivable are regularly evaluated for collectability, and the allowance for doubtful accounts is adjusted quarterly when appropriate based primarily on customers’ past credit history and known and estimated current financial condition, and the relative strength of the Company’s relationship with the customer. Accounts with invoices outstanding over 60 days are considered delinquent; however, customary collection efforts are initiated as an invoice approaches 30 days past due. At the time that all reasonable collection efforts are exhausted and the likelihood of collecting the outstanding balance is remote, account balances are written-off. However, write-offs have not been significant. The maximum losses the Company would incur if a customer failed to pay amounts owed would be limited to the recorded amount due net of any allowances provided.

Other Credit Risk Concentration. The Company maintains all of its cash accounts at two financial institutions and, at times, balances may exceed federally insured limits. However, the extent of loss, if any, if the financial institution were to fail is not subject to estimation.

Litigation. The Company is subject to lawsuits and claims that arise in the normal course of business. While any litigation has an element of uncertainty, management believes that the final outcome of any such matters will not have a material adverse effect upon the Company’s future financial position, results of operations, and cash flows.

Payments to Previous Stockholder. The Company has an agreement in place with a former stockholder of the Company. As part of his separation agreement from the Company, which was entered into during 2012, he is entitled to 15% of the adjusted net income of the Company for each of the seven fiscal years beginning on January 1, 2013 through December 31, 2019, payable by April 15^th of the following year. The expense associated with this fee is recognized in the year it is incurred and totaled approximately $79,000 for each of the years ended 2017 and 2016.

Operating Lease Obligations. The Company has an operating lease for office space with an unrelated party which requires monthly payments ranging from approximately $3,200 to $3,700 through its expiration in October 2020. Rent expense associated with the office lease is recognized on a straight-line basis and totaled approximately $41,726 and $38,532 during 2017 and 2016, respectively.

During 2015, the Company entered into an operating lease for certain office equipment with unrelated parties which require quarterly payments of $401 through its expiration in July 2019. Rent expense for this lease was approximately $1,600 for 2017 and 2016.

During 2017, the Company entered into an operating lease for certain office equipment with unrelated parties which require monthly payments of $179 through its expiration in October 2020. Rent expense for the related party lease was approximately $400 for 2017.

Future minimum lease payments are as follows:

2018	$	44,915
2019	$	45,749
2020	$	34,355

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Subsequent Events (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Subsequent Events

Note 7 – Subsequent Events

On June 2, 2018, we entered into a definitive asset purchase agreement with MAi Research to purchase substantially all of its assets, except cash on hand, accounts receivable, and assume certain known liabilities. The total purchase price of the acquisition will equal to five times of MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. We currently estimate the purchase price will be approximately $3.6 million. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of this offering. The unaudited pro forma consolidated financial statements presented elsewhere in this Form S-1 are presented to give effect to the consolidation of such entities, the issuance of shares associated with this prospectus, the related application of proceeds, and the election to become a tax paying consolidated group.

NOTE 11 – Subsequent Events

Management has made an evaluation for subsequent events requiring recognition or disclosure in these combined financial statements through April 23, 2018, which is the date these consolidated financial statements were available to be issued, and, except as discussed below and at Note 2 “Income Taxes, Note 8, none were identified.

Effective January 1, 2018, we renewed a five-year contract with our largest customer, National Opinions Research Center, for which we anticipate annual revenues of $5 million to $6 million in each fiscal year during that period.

On March 22, 2018, the Company and its line of credit lender entered into a modification agreement of the original terms of the line of credit to provide for relief from certain covenant violations as of December 31, 2017 and January 31, 2018. Under the terms of the loan amendment, the interest rate was increased from prime plus 2.5% to prime plus 4.0. Since March 22, 2018, the Company has remained in compliance with its bank covenants.

On January 25, 2018, the Company obtained an additional working capital advance under its Term Loan of $175,000. As part of the loan modification with the Company’s line of credit lender, the Term Loan lender agreed to extend the maturity of the Term Loan to July 2019.

In March 2018, we entered into a letter of intent agreement with Marketing Analysts, LLC, a South Carolina LLC, dba MAi Research (“MAi”), to purchase all of its assets except cash, accounts receivable, and certain known liabilities The total purchase price of the acquisition will be based on MAi’s 2017 audited earnings as defined and a multiple of five times. We estimate that such will result in a purchase price of approximately $4 million. The acquisition is scheduled to close concurrently with our planned Initial Public Offering. We intend to use a portion of the funds to be raised to fund 60% of the acquisition, payable over two years, with half of such amount to be paid in cash at closing. The remainder of the acquisition price will be paid with shares of the Company’s common stock over two years with half of such shares issued at closing and valued at the offering price. As such, the acquisition of MAi is contingent upon successfully completing the planned offering.

Marketing Analysts, LLC and Affiliate [Member]

Subsequent Events

NOTE 5 – Subsequent Events

On June 2, 2018, we entered into a definitive asset purchase agreement to sell substantially all of the assets of MAi Research, except cash on hand, accounts receivable, and assume certain known liabilities to MR2 Group, Inc. (“MR2”). The TOTAL purchase price of the acquisition will equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. Based upon the above, the purchase price will be $3,583,715. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of the initial public offering of MR2.

NOTE 8 – Subsequent Events

Management has made an evaluation for subsequent events requiring recognition or disclosure in these combined financial statements through June 8, 2018, which is the date these consolidated financial statements were available to be issued, and, except as discussed below, none were identified.

On June 2, 2018, we entered into a definitive asset purchase agreement to sell substantially all of the assets of MAi Research, except cash on hand, accounts receivable, and assume certain known liabilities to MR2 Group, Inc. (“MR2”). The TOTAL purchase price of the acquisition will equal to five times MAi Research’s 2017 adjusted EBITDA based on its audited financial statements. Based upon the above, the purchase price will be $3,583,715. The acquisition is conditioned upon, and scheduled to close simultaneously with, the closing of the initial public offering of MR2.

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Significant Accounting Policies (Policies) (Marketing Analysts, LLC and Affiliate)

12 Months Ended

Dec. 31, 2017

Principles of Consolidation

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Precision and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities are not consolidated.

Basis of Presentation and Accounting

Basis of Presentation and Accounting and Restatement. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Notes 6 and 9).

In May 2018 it was determined that, as a result of a clerical error, the current portion of the Company’s long-term debt obligations as of December 31, 2017, as presented in the Company’s audited financial statements on Form S-1 was understated by approximately $275,000. Accordingly, in the accompanying financial statements, current portion of long-term debt has increased and other long-term debt, net of current portion has decreased by such amount from the previously reported amounts. 

Use of Estimates

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the allocation of the purchase price in business combination transactions and related useful or economic lives and impairment considerations related to long-lived assets, including property and equipment and customer relationships. Actual results could differ from those estimates.

Cash

Cash Equivalents. Cash equivalents, if any, include highly-liquid investments and money market accounts with initial maturities of three months or less.

Property and Equipment

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment, furniture and fixtures, and including amortization of leasehold improvements are provided principally using the straight-line method. Leasehold improvements and equipment are amortized over the lesser of the useful life of the asset (typically 5 to 7 years) or the term of the lease including expected renewals, if any. Depreciation of assets other than leasehold improvements is also based typically on useful lives of 5 to 7 years. Major renewals and betterments are capitalized and depreciated or amortized. Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation and amortization are not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Revenue Recognition

Revenue Recognition. The Company generates revenues from delivering completed market research surveys, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized when persuasive evidence of an arrangement exists, the fee is fixed or determinable, services have been provided to the customer, and collectability is reasonably assured. Our contracts may include either a single product or service or a combination of multiple products and services. Revenues from contracts that contain multiple products or services are allocated among the separate units of accounting based on their relative selling prices; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Considering guidance outlined within ASC 606-10-25-27, our revenues are recognized ratably over the terms of both short-term and long-term contracts, as performance obligations are satisfied over time.

Advertising

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $53,081 and $159,348 for 2017 and 2016, respectively. Such were related primarily to marketing expenses of our online service.

Income Taxes

Income Taxes. Precision has elected to have its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Similarly, Turning Point is taxed as a partnership and, accordingly, income is taxed to the member under the applicable section of the Internal Revenue Code. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

In March 2018, we revoked our “Subchapter S” election, such that we will be taxed as a C-Corporation, effective January 1, 2018. Therefore, we will recognize deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between book and tax bases of assets and liabilities as well as operating loss carryforwards (from acquisitions). Such amounts will be adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. We will record a valuation allowance to reduce our deferred taxes to an amount we believe will be more likely than not to be realized. We will consider future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance.

Recently Issued Accounting Pronouncements Not Yet Effective

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact:

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2018.

Marketing Analysts, LLC and Affiliate [Member]

Principles of Consolidation

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of MAi and the related-party S-Corporation (Note 3). All material intercompany accounts and transactions are eliminated in consolidation.

Management has evaluated the circumstances and relationships with its affiliates and related parties described in Note 3 and concluded that none of these entities qualify as either a variable interest entity (“VIE”), or an implicit VIE as defined in guidance issued by the Financial Accounting Standards Board (“FASB”) and, accordingly, these entities, except as noted within Note 3, are not consolidated.

Basis of Presentation and Accounting

Basis of Presentation and Accounting. The Company has not elected to adopt the option available under generally accepted accounting principles in the United States (“GAAP”) to carry any of its eligible financial instruments or other items at estimated fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP (Note 7).

Use of Estimates

Use of Estimates. GAAP requires the Company’s management to make estimates and assumptions that affect reported amounts and disclosures as of the balance sheet dates and for the periods presented. Significant estimates included in these financial statements include the percentage of completion for services performed, including the recording of revenue.

Cash

Cash. Cash includes “highly-liquid” investments and money market accounts with initial maturities of three months or less.

Property and Equipment

Property and Equipment. Property and equipment (Note 4) is carried at cost. Depreciation of equipment is provided principally using the straight-line method. Equipment is depreciated over the useful life of the asset (typically 5 to 7 years). Maintenance and repairs that neither improve nor extend the life of the respective assets are charged to expense as incurred. Assets purchased but not placed into service are capitalized, but depreciation is not recorded until the assets are placed into service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized as a gain or loss in the period.

Revenue Recognition

Revenue Recognition. The Company generates revenues from delivering market research analysis, as specified by each customer. We execute contracts that govern the terms and conditions of each arrangement. Revenues are recognized over the term of the contract, as certain internally defined milestones are attained.

Advertising

Advertising. The Company expenses advertising costs as incurred. Total advertising expenses were $10,035 and $4,402 for 2017 and 2016, respectively.

Income Taxes

Income Taxes. As the Company is structured as an LLC, its income and losses “flow through” to its stockholders who are liable for any income tax thereon. Therefore, no provision is made for federal or state income taxes as the member is liable for such taxes.

The Company annually evaluates tax positions in accordance with GAAP. This process includes an analysis of whether tax positions the Company takes with regard to the financial statement recognition meets the definition of an uncertain tax position. Management determined there were no material uncertain positions taken by the Company in its tax returns.

Recently Issued Accounting Pronouncements Not Yet Effective

Recently Issued Accounting Pronouncements Not Yet Effective. GAAP in the United States is established by the Financial Accounting Standards Board (“FASB”). New pronouncements are titled Accounting Standards Updates (“ASUs”) and the changes update the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. While management continues to assess the possible impact on the Company’s consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management believes that the following new standards may have a material impact on the Company’s financial statements and disclosures and is currently evaluating the potential impact of certain pronouncements, as noted below:

In November 2017, the FASB issued a new standard ASU No.2017-14, “Income Statement – Reporting Comprehensive Income” (Topic 815), “Revenue Recognition” (Topic 605) and “Revenue from Contracts with Customers” (Topic 606). The new standard provides guidance in these areas pursuant to certain SEC Staff Accounting Bulletin and Release, as they relate to the presentation of revenue recognition matters on the statement of comprehensive income. It will be effective for public entities concurrent with the effectuation of other revenue recognition standards. The Company does not anticipate the adoption of this ASU to have a significant impact on its presentation within the statement of income and retained earnings.

In January 2017, the FASB issued a new standard ASU No.2017-01, “Business Combinations” (Topic 805). The new standard provides guidance to clarify the definition of a ‘business’ and assist entities in evaluation whether a transaction should be accounted for as an acquisition/disposal of assets or a business. It will be effective for public entities for fiscal years and interim periods, beginning after December 15, 2017, with limited early application. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its presentation within the statement of cash flows.

In August 2016, the FASB issued a new standard ASU No.2016-15, “Statement Cash Flows “Classification of Certain Cash Receipts and Cash Disbursements” Topic 230). The new standard provides guidance as to the conformity of presentation of certain cash receipts and disbursements. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2017. The Company does not anticipate the adoption of this ASU will have a significant impact on its presentation within the statement of cash flows.

In June 2016, the FASB issued a new standard ASU No.2016-13, “Financial Instruments – Credit Losses” (Topic 326).: The new standard is intended to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. It will be effective for all entities for fiscal years and interim periods, beginning after December 15, 2018. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases, which will replace existing guidance. It will require a dual approach for lessee accounting under which a lessee would account for leases as “finance or operating” leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. It is effective for annual periods beginning after December 15, 2018 and interim periods therein, with early application permitted. The Company is in the process of determining what impact, if any, the adoption of this ASU will have on its balance sheet, statement of income and retained earnings, and statement of cash flows.

In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers, subsequently amended within ASU 2016-08, 2016-09, 2016-10, and 2016-12. It will replace current guidance, including industry specific guidance. The intention of the new guidance is to clarify and establish principles for recognizing revenue and certain related costs and expenses that are common and applicable to substantially all industries and situations. The FASB has recently issued several amendments to the standard, including clarification on accounting for and identifying performance obligations. This guidance is effective for annual reporting periods beginning after December 15, 2017 for PBEs and certain specified entities and December 15, 2018 for all other entities, including interim periods within those reporting periods, and applied using the full retrospective method. We will adopt this standard effective January 1, 2019.

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Property and Equipment, Net (Tables) (Marketing Analysts, LLC and Affiliate)

12 Months Ended

Dec. 31, 2017

Schedule of Property and Equipment

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	1,099,461		$	1,839,610
Furniture and fixtures		157,241			252,205
Leasehold improvements		830,860			854,633
		2,087,562			2,946,448
Less: accumulated depreciation and amortization		(1,015,430	)		(1,629,846	)
	$	1,072,132		$	1,316,603

Marketing Analysts, LLC and Affiliate [Member]

Schedule of Property and Equipment

Property and equipment consist of the following at December 31:

	2017			2016
Equipment	$	20,350		$	16,576
Less: accumulated depreciation		(7,578	)		(3,960	)
	$	12,771		$	12,616

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Commitments and Contingencies (Tables) (Marketing Analysts, LLC and Affiliate)

3 Months Ended

12 Months Ended

Mar. 31, 2018

Dec. 31, 2017

Schedule of Concentration of Credit Risk

For the three months ended March 31	2018			2017
Customers that account for at least 5% of annual revenues		6			3
Percentage of revenues accounted for by such customers		86	%		82	%
Range of quarterly revenues associated by such customers		6-46	%		17-45
As of March 31, 2018 and December 31, 2017
Customers accounting for at least 5% of accounts receivables		5			4
Total accounts receivable from these customers		96	%		94	%
Range of total accounts receivable from these customers		11-29	%		11-49	%

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		4			4
Percentage of revenues accounted for by such customers		80	%		86	%
Range of annual revenues associated with such customers		9-36	%		8-36	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		4			4
Total accounts receivable from these customers		94	%		86	%
Range of total accounts receivable from these customers		11-49	%		5-29	%

Schedule of Future Minimum Lease Payments

Future minimum lease payments, not including reimbursement of property expenses, are as follows:

2018	$	434,445
2019	$	434,445

Marketing Analysts, LLC and Affiliate [Member]

Schedule of Concentration of Credit Risk

For the year ended	2017			2016
Customers that account for at least 5% of annual revenues		5			6
Percentage of revenues accounted for by such customers		45	%		41	%
Range of annual revenues associated with such customers		6-13	%		5-9	%
As of December 31,
Customers accounting for at least 5% of accounts receivables		7			8
Total accounts receivable from these customers		86	%		74	%
Range of total accounts receivable from these customers		5-25	%		6-22	%

Schedule of Future Minimum Lease Payments

Future minimum lease payments are as follows:

2018	$	44,915
2019	$	45,749
2020	$	34,355

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Commitments and Contingencies (Details Narrative) (Marketing Analysts, LLC and Affiliate) - Marketing Analysts, LLC and Affiliate [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Expenses incurred		$ 77,000	$ 79,000	$ 79,000
Beginning on January 1, 2013 Through December 31, 2019 [Member]
Net income percentage	15.00%		15.00%

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Subsequent Events (Details Narrative) (Marketing Analysts, LLC and Affiliate) - USD ($)		1 Months Ended
	Jun. 02, 2018	Jul. 31, 2016
Targeted purchase price		$ 2,174,468
Subsequent Event [Member]
Targeted purchase price	$ 3,600,000
Subsequent Event [Member] | Marketing Analysts, LLC and Affiliate [Member]
Targeted purchase price	$ 3,583,715

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Significant Accounting Policies (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Total advertising expenses	$ 53,081	$ 159,348
Marketing Analysts, LLC and Affiliate [Member]
Total advertising expenses	$ 10,035	$ 4,402
Marketing Analysts, LLC and Affiliate [Member] | Minimum [Member]
Estimated useful of assets	5 years
Marketing Analysts, LLC and Affiliate [Member] | Maximum [Member]
Estimated useful of assets	7 years

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Related Party Transactions and Balances (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2018
Common stock shares authorized		75,000,000	75,000,000	75,000,000
Common stock shares, issued		65,414	65,414	65,414
Common stock shares, outstanding		65,414	65,414	65,414
Consulting fee	$ 120,000
Marketing Analysts, LLC and Affiliate [Member] | Related Party [Member]
Common stock shares authorized		268	268
Common stock shares, issued		268	268
Common stock shares, outstanding		268	268
Common stock par value
Marketing Analysts, LLC and Affiliate [Member] | Former Stockholder [Member]
Consulting fee		$ 12,000	$ 12,000

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Property and Equipment, Net (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Depreciation expense	$ 83,597	$ 39,344	$ 349,264	$ 280,872
Marketing Analysts, LLC and Affiliate [Member]
Depreciation expense			$ 3,618	$ 2,524

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Property and Equipment, Net - Schedule of Property and Equipment (Details) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Equipment		$ 2,087,562	$ 2,946,448
Less: accumulated depreciation		(1,015,430)	(1,629,846)
Property and equipment, net	$ 999,807	1,072,132	1,316,603
Marketing Analysts, LLC and Affiliate [Member]
Equipment		20,350	16,576
Less: accumulated depreciation		(7,578)	(3,960)
Property and equipment, net	$ 13,176	$ 12,771	$ 12,616

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Debt (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 30, 2017	Jan. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Debt interest rate	3.59%			10.00%
Debt maturity description	maturing in March 2019		Reclassified to long-term debt as the maturity of the notes payable were extended from the original maturity of October 2017 to December 2019 during 2017.
Marketing Analysts, LLC and Affiliate [Member]
Line of credit maximum borrowing capacity		$ 500,000
Debt interest rate		0.50%	5.00%
Debt maturity description		maturing in July 2018

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Commitments and Contingencies (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Monthly lease payment				$ 1,000
Operating lease expiration, description				through its expiration in July 2019.
Rent expense			$ 353,852	$ 423,365
Unrelated Party [Member]
Operating lease expiration, description			through its expiration in December 2019.
Unrelated Party [Member] | Minimum [Member]
Monthly lease payment			$ 30,000
Unrelated Party [Member] | Maximum [Member]
Monthly lease payment			35,000
Marketing Analysts, LLC and Affiliate [Member]
Expenses incurred		$ 77,000	$ 79,000	79,000
Marketing Analysts, LLC and Affiliate [Member] | Unrelated Party [Member]
Operating lease expiration, description			through its expiration in October 2020.
Rent expense			$ 41,726	38,532
Marketing Analysts, LLC and Affiliate [Member] | Unrelated Party [Member] | Minimum [Member]
Monthly lease payment			3,200
Marketing Analysts, LLC and Affiliate [Member] | Unrelated Party [Member] | Maximum [Member]
Monthly lease payment			3,700
Marketing Analysts, LLC and Affiliate [Member] | Unrelated Parties One [Member]
Monthly lease payment					$ 401
Operating lease expiration, description					through its expiration in July 2019.
Rent expense			1,600	$ 1,600
Marketing Analysts, LLC and Affiliate [Member] | Unrelated Parties Two [Member]
Monthly lease payment			$ 179
Operating lease expiration, description			through its expiration in October 2020.
Rent expense			$ 400
Marketing Analysts, LLC and Affiliate [Member] | Beginning on January 1, 2013 Through December 31, 2019 [Member]
Net income percentage	15.00%		15.00%

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Commitments and Contingencies - Schedule of Concentration of Credit Risk (Details) (Marketing Analysts, LLC and Affiliate) (10-K) - Number	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	6	3	4	4
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Sales Revenue, Net [Member] | Minimum [Member]
Concentration risk percentage	6.00%	17.00%	9.00%	8.00%
Sales Revenue, Net [Member] | Maximum [Member]
Concentration risk percentage	46.00%	45.00%	36.00%	36.00%
Accounts Receivable [Member]
Customers that account for at least 5% of annual revenues and accounts receivables	5		4	4
Concentration risk percentage	96.00%		94.00%	86.00%
Accounts Receivable [Member] | Minimum [Member]
Concentration risk percentage	11.00%		11.00%	5.00%
Accounts Receivable [Member] | Maximum [Member]
Concentration risk percentage	29.00%		49.00%	29.00%
Marketing Analysts, LLC and Affiliate [Member] | Sales Revenue, Net [Member]
Customers that account for at least 5% of annual revenues and accounts receivables			3	6
Concentration risk percentage			82.00%	41.00%
Marketing Analysts, LLC and Affiliate [Member] | Sales Revenue, Net [Member] | Minimum [Member]
Concentration risk percentage			17.00%	5.00%
Marketing Analysts, LLC and Affiliate [Member] | Sales Revenue, Net [Member] | Maximum [Member]
Concentration risk percentage			45.00%	9.00%
Marketing Analysts, LLC and Affiliate [Member] | Accounts Receivable [Member]
Customers that account for at least 5% of annual revenues and accounts receivables			4	8
Concentration risk percentage			94.00%	74.00%
Marketing Analysts, LLC and Affiliate [Member] | Accounts Receivable [Member] | Minimum [Member]
Concentration risk percentage			11.00%	6.00%
Marketing Analysts, LLC and Affiliate [Member] | Accounts Receivable [Member] | Maximum [Member]
Concentration risk percentage			49.00%	22.00%

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Commitments and Contingencies - Schedule of Concentration of Credit Risk (Details) (Marketing Analysts, LLC and Affiliate) (10-K) (Parenthetical)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member]
Concentration risk percentage	86.00%	82.00%	80.00%	86.00%
Sales Revenue, Net [Member] | Customers [Member]
Concentration risk percentage	5.00%	5.00%	5.00%	5.00%
Accounts Receivable [Member]
Concentration risk percentage	96.00%		94.00%	86.00%
Accounts Receivable [Member] | Customers [Member]
Concentration risk percentage	5.00%		5.00%	5.00%
Marketing Analysts, LLC and Affiliate [Member] | Sales Revenue, Net [Member]
Concentration risk percentage			82.00%	41.00%
Marketing Analysts, LLC and Affiliate [Member] | Sales Revenue, Net [Member] | Customers [Member]
Concentration risk percentage			5.00%	5.00%
Marketing Analysts, LLC and Affiliate [Member] | Accounts Receivable [Member]
Concentration risk percentage			94.00%	74.00%
Marketing Analysts, LLC and Affiliate [Member] | Accounts Receivable [Member] | Customers [Member]
Concentration risk percentage			5.00%	5.00%

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (Marketing Analysts, LLC and Affiliate) (10-K)	Dec. 31, 2017 USD ($)
2018	$ 434,445
2019	434,445
Marketing Analysts, LLC and Affiliate [Member]
2018	44,915
2019	45,749
2020	$ 34,355

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Subsequent Events (Details Narrative) (Marketing Analysts, LLC and Affiliate) (10-K) - USD ($)		1 Months Ended
	Jun. 02, 2018	Jul. 31, 2016
Targeted purchase price		$ 2,174,468
Subsequent Event [Member]
Targeted purchase price	$ 3,600,000
Subsequent Event [Member] | Marketing Analysts, LLC and Affiliate [Member]
Targeted purchase price	$ 3,583,715