Independent Contractor Status. CONSULTANT understands and agrees that CONSULTANT is an independent contractor and not an employee of ​ and that Page 4 of NUMPAGES 17

Independent Contractor Status. You agree that during the Consulting Period, # you will be an independent contractor to the Company and not an employee of the Company, and # the Company will not make payments for state or federal income tax, FICA (social security and Medicare), make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf.

Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of NewYou or your Sponsoring Brand Partner. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through NewYou on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. By agreeing to these terms, you agree to receive the 1099-MISC form via electronically. It will be your sole responsibility to account for such income on your individual income tax returns.

Independent Contractor Status. Provider and Manager acknowledge and agree that they are at all times acting and performing under this Agreement as independent contractors. Manager shall neither have nor exercise any control or direction over the methods by which Provider or Provider Professionals provide Professional Services in a competent, efficient and satisfactory manner within the scope of their respective licenses. In its management role, Manager will have only an obligation to exercise its best efforts in the performance of the Management Services. Manager shall have no liability whatsoever for damages suffered on account of the willful misconduct or negligence of any employee, agent or independent contractor of Provider. Each party shall be solely responsible for compliance with all Utah and federal laws pertaining to employment taxes, income withholding, unemployment compensation contributions and other employment related statues regarding their respective employees, agents and servants.

Independent Contractor Status. Manager is an independent contractor in the performance of the Services under this Management Agreement and shall determine the method, details and means of performing the Services in accordance with this Agreement. Without limiting the generality of the foregoing, Manager shall be permitted, in its sole discretion and sole expense, to # enter into and perform contracts and agreements on behalf of itself in its own name for the furnishing of Services, equipment, parts and supplies in connection with the Services, and # recruit and hire its own employees (and to terminate the services of such employees) and independent contractors to provide the Services. Manager shall establish the terms and conditions of employment for its employees and shall pay all salaries and other compensation due to such employees. It is expressly understood and agreed that the Parties are not partners or joint venturers, and nothing contained herein is intended to create an agency relationship or a partnership or joint venture. Neither ​ nor any of its Affiliates (as defined in the Purchase Agreement) is an agent of Manager or any of its Affiliates and has no authority to represent Manager or any of its Affiliates as to any matters, except as authorized in this Agreement or in writing by Manager from time to time. Neither Manager nor any of its Affiliates is an agent of ​ or any of its Affiliates and has no authority to represent ​ or any of its Affiliates as to any matters, except as authorized in this Agreement or in writing by ​ from time to time. Notwithstanding anything herein to the contrary, # the Manager shall, without any further consent of the Parties being required, make any and all elections for federal, state, local, and foreign Tax purposes including any election, if permitted by applicable law, and # neither the Manager nor ​ will be deemed or construed, or may or will represent itself, as an agent of the Company, nor may or will either the Manager or ​ execute any instrument on behalf of the Company, or act for, or bind the Company in connection with any matter whatsoever, except as expressly authorized herein or pursuant to separate agreement executed by ​.

In performing the Services, the Consultant shall be acting and shall act at all times as an independent contractor only and not as an employee of the Company. The Consultant shall be responsible for reasonably determining the method, details, and means of performing the Services required under this Agreement, and the specific hours to be worked. It is understood and agreed that the Consultant shall have no power or authority to supervise, direct, or manage any employee of the Company or the Bank; to enter into contracts on behalf of the Company or the Bank; or to borrow or incur debts or liabilities, of any kind or nature whatsoever, on behalf of the Company or the Bank. The Consultant shall not be entitled to participate in or otherwise accrue benefits or receive contributions under any employee benefit plans, policies, or other arrangements that might be available to the employees of the Company or any affiliate of the Company.

Independent Contractor Status. Consultant is an independent contractor and not an agent or employee of Client.

Independent Contractor Status. Each Party is an independent contractor under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the Parties hereto. Neither Party shall have the authority to enter into agreements of any kind on behalf of the other Party and shall not have the power or authority to bind or obligate the other Party in any manner to any third party.

Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

Independent Contractor. The Finder is an independent contractor, and nothing herein shall create any partnership joint venture or employer-employee relationship. The Finder shall not have the right or authority to legally bind the Company and the Finder shall not represent to any third party that the Finder can legally bind or otherwise obligate the Company.