Authorization and Contract. By executing the NewYou Brand Partner Agreement (“Agreement”), you apply for legal authorization to become a NewYou business owner and enter into contract with NewYou, LLC, hereinafter “NewYou.” You acknowledge that prior to signing you have received, read and understood the NewYou Income Disclosure Statement, that you have read and understood the NewYou Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on http://newyoupro.com/new/, and that you have read and agree to all terms set forth in this Agreement. NewYou reserves the right to reject any application for any reason within thirty (30) days of receipt.

The parties acknowledge that they have caused this Agreement to be reviewed and approved by legal counsel of their own choice. This Agreement has been specifically negotiated, and any presumption that an ambiguity contained in this Agreement shall be construed against the party that caused this Agreement to be drafted shall not apply to the interpretation of this Agreement.

Contract Period. The term of your employment under this Agreement shall begin on March 15, 2022 (the “Effective Date”) and, unless terminated earlier as set forth herein, shall continue through and including June 30, 2025. The period from the Effective Date through June 30, 2025 is referred to as the “Contract Period”, even if your employment terminates earlier for any reason.

Architect’s Contract. (a) The Architect’s Contract is in full force and effect; # both ​ and ​’s Architect are in compliance in all material respects with their respective obligations under the Architect’s Contract; # the work to be performed by the Architect under the Architect’s Contract is the architectural services required to design the Improvements to be built in accordance with the Plans and Specifications and all architectural services required to complete the Improvements in accordance with the Plans and Specifications is provided for under the Architect’s Contract; # each Other Design Professionals Agreement, if any, is in full force and effect; # both ​ and the Other Design Professionals thereunder are in compliance in all material respects with their respective obligations under such Other Design Professionals Agreements, if any; # intentionally omitted; and # all work on the Improvements shall be completed in accordance with the Plans and Specifications in a good and workmanlike manner and shall be free of any defects. ​ shall from time to time, upon request by ​, cause ​’s Architect to provide ​ with reports in regard to the status of construction of the Improvements, in such form and detail as reasonably requested by ​.

Electronic Contract. With respect to each Electronic Contract (or electronically authenticated original record of the executed Contract with respect to Electronic Contracts that do not constitute Electronic Chattel Paper), the Servicer represents that the Administrative Agent holds the Authoritative Copy of such Electronic Contract (or holds the electronically authenticated original record of the executed Contract with respect to Electronic Contracts that do not constitute Electronic Chattel Paper) in the Electronic Vault as pledgee of the Borrower or the Trust, as applicable, for the benefit of the Secured Parties.

Contract Period. “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of # the second anniversary of the Change in Control or # the death of the Executive. For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

Contract Obligations. Other than as disclosed on [Schedules 6.1(d)] or (e), all obligations and liabilities imposed by the Contract, including work obligations, have been duly fulfilled and discharged and, save for the Obligation Well, there is no outstanding work obligation to be fulfilled pursuant to the Contract in respect of the current, or any earlier, exploration period.

This Agreement constitutes the entire understanding and agreement between the Corporation and Employee with regard to all matters herein. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This agreement may be amended only in writing signed by both parties hereto.

Authorization. The execution, delivery and performance of this Agreement by Sinclair have been duly authorized and approved by all necessary action of Sinclair. This Agreement is a legal, valid and binding agreement of Sinclair enforceable in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. The Parties represent and warrant that they have read and understand the contents of this Agreement, they have had an opportunity to consult with counsel before signing this Agreement, and they have executed this Agreement knowingly and voluntarily. The individuals executing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party and this Agreement will be binding on each such Party. This Agreement may be executed on behalf of any Party by the Party’s counsel with the same force and effect as if the Party had personally executed the Agreement.