Team Member Independent Contractor

CONTINGENT WORKER ACKNOWLEDGMENT

I understand and acknowledge that I am solely an independent contractor of Shiftsmart and am the sole responsibility of Shiftsmart.

I understand and acknowledge that I am not an agent or employee of EG Retail (America) LLC or any of its wholly owned or controlled subsidiaries, collectively referred to herein as “Company” for federal, state, or local tax purposes or any other purpose whatsoever. I understand and acknowledge that I am not entitled to any compensation or employee benefits

(including pension plans, profit sharing plans, life insurance plans, medical plans, cafeteria plans, disability plans, severance plans, vacation or sickness arrangements, bonus or stock option arrangements, or any other compensation or incentive compensation arrangements) from Company.

I also understand and acknowledge that Shiftsmart is wholly responsible to withhold and pay any and all applicable taxes, benefits and insurance from my compensation from Shiftsmart. Further, I understand that Shiftsmart is an independent contractor and there is no joint venture, agent or partnership relationship between Shiftsmart and Company. I acknowledge that Shiftsmart has provided and/or discussed the attached Company work-site related policies and documents to me:

A. Use of Information Technology Assets

B. Conduct and Responsibilities [related to] Non-Disclosure, Non-Use, and Return of Confidential Information

C. Harassment Policy

D. Electronic Communications

E. Social Networking

Name

Signature

Date

*Upon request, confirmation that a resource has read and acknowledged this form will be provided to the Company.

CONFIDENTIAL 1

A. Use of Information Technology Assets

Internet Usage Policy

Purpose and Goals

The internet is rapidly expanding as a communications tool and as a medium for the exchange of commercial information. The Company will fully explore its capabilities and potential opportunities to expand our business and our guest base. Team Member Use

Use of the internet by Shiftsmart team members is limited to legitimate business purposes. In accordance with established corporate policy, team members with access to the internet must conduct business with the highest moral, ethical, and legal standards. Only by conducting business in this manner can the Company progress and ensure the respect of team members, shareholders, guests, suppliers, and governmental agencies. Due to the inherent lack of security in use of the internet, and due to the right and need for the Company to monitor compliance with this policy, any team member using the internet or Company information technology understands and agrees he/she is specifically waiving any expectation or right to privacy in communications, data, programs, or other information stored, displayed, accessed, communicated, published, or transmitted on or with Company information technology. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages created or accessed using the Company internet or information technology, with or without notice to the team member and/or in the team member’s absence. The Company reserves the right to inspect any and all files stored in all areas of the Company’s network, including those assigned to individual team members, and those stored on any Company computer, in order to assure compliance with this and other Company policies. Proprietary Information

Corporate proprietary information must be protected as an essential business asset. Team members with access to the internet must at all times be conscious of the need to preserve confidential corporate information.

Wireless Device Policy

Information and Business Security

Due to the sensitive nature of communications within the Company, including but not limited to email, voicemail and text messages, any communications that have been processed or stored on an EG America or Shiftsmart-owned network or data circuit are considered “Company Confidential” and will be protected as such. All team members must protect and safeguard confidential information at all times. Noncompliance can result in discipline, up to and including termination of your engagement as an independent contractor. Safety

Wireless devices may not be used in an unsafe manner. This includes while driving a motor vehicle, operating machinery or any other endeavor where distractions could lead to accident or injury. Team members who have access to wireless services while operating a motor vehicle should remember that their primary responsibility is driving safely and obeying the rules of the CONFIDENTIAL 2

road. Team members should obey all local, state and federal laws, concerning wireless and mobile technology use while operating a motor vehicle. Cellular Phones

Equipment

Team members are responsible for purchasing and maintaining their own personal wireless device. The Company will not pay for or reimburse team members for any equipment, accessories, applications or maintenance related to the devices unless required by state law. Service Plans

Team members are responsible for purchasing and maintaining their own personal wireless service plan. The Company will not pay for or reimburse team members for the business use of wireless devices through expense reports, department charge cards, travel cards or any other billing mechanisms except for work-related international travel. The Company will not reimburse team members for overages.

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B. Conduct and Responsibilities Related to Non-Disclosure, Non-Use, and Return of Confidential Information

Confidentiality of Records

In the course of performing your work, you may have access to confidential records and/or reports, such as sales, profits, salary and wage statements, proposed sales plans, real estate programs, legal matters, and personal team member data. Because improper disclosure of this information may cause harm to the Company or a team member, it is extremely important that the confidentiality of this information be maintained. Disclosure of confidential information, other than as authorized by your supervisor/manager, is a serious offense that could result in termination of your engagement as an independent contractor. Disclosure to those outside our Company may also be a violation of law. In addition, all computer-based software and programs, including electronic mail, and the information they contain, are Company property and are to be used for business purposes only. No original or copies of records or files are to be removed from the building unless special arrangements are made with your supervisor/manager. If you are unclear as to whether materials you have access to are in fact confidential, be sure to ask your supervisor/manager before sharing, copying or removing them. CONFIDENTIAL 4

C: Sexual Harassment and Other Forms of Harassment The Company is committed to a workplace free from unlawful discrimination, which includes sexual harassment and other forms of harassment because of one's race, color, religion, gender, national origin, age, disability, sexual orientation or gender identity. Any form of harassment is considered inappropriate and will be investigated and addressed accordingly. No team member should be subjected to offensive conduct or innuendo, either verbal or physical, from co-workers, supervisors, guests or vendors. All team members have a responsibility to maintain a workplace free of harassment and to report misconduct when it occurs, just as any form of unlawful discrimination should be reported.

Policy

Proven sexual harassment or harassment because of an individual’s race, color, religion, gender, national origin, age, disability, sexual orientation or gender identity will result in discipline up to and including termination of your engagement as an independent contractor. Sexual harassment is defined as:

Unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct if

(1) submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment or engagement, (2) submission to or rejection of such conduct by an individual is used as the basis for work-related decisions affecting such individual, or (3) such conduct has the purpose or effect of substantially interfering with an individual’s work performance or creating an intimidating, hostile, or offensive working environment. Examples of sexual harassment include but are not limited to the following:

● Conditioning promotion, demotion, performance evaluations and the like upon submission to sexual favors.

● Touching that is unwanted, uninvited or offensive.

● Displaying sexually suggestive or explicit material, pictures or cartoons.

● Relating sexually suggestive or explicit stories or “jokes.”

● Making sexually suggestive or explicit gestures. Harassment because of one’s race, color, religion, gender, national origin, age, disability, sexual orientation or gender identity is defined as: Verbal or physical conduct that (1) denigrates or shows hostility or aversion toward an individual because of his/her race, color, religion, national origin, sexual orientation, gender, age, disability, gender identity or that of the individual’s relatives, friends or team members, and (2) has the purpose or effect of creating an offensive work environment, unreasonably interferes with an individual's work performance, or otherwise adversely affects an individual’s work performance. Examples of such harassment include but are not limited to the following:

● Making derogatory ethnic or racial statements, or belittling one’s religion or religious CONFIDENTIAL 5

practices.

● Perpetuating stereotypes about one’s age, gender, etc. (“You’re too old to change your ways,” or “This is women’s work.”)

● Refusing to assist a team member or guest because of his/her race, gender, etc.

● Disparaging the sexual orientation of a team member, his/her team members, or a guest.

Reporting and Investigation Procedure

If you believe that you are being sexually harassed by a co-worker, supervisor, guest or vendor, or if you believe you are being harassed by a co-worker, supervisor, guest or vendor because of race, color, religion, gender, national origin, age, disability, sexual orientation or gender identity you should take these steps:

1. Firmly and clearly tell the person who is harassing you that his or her behavior is unwelcome and should stop at once. If you are uncomfortable with telling the person who is harassing you to stop, then proceed to the reporting procedure below. 2. Report the incident to your immediate supervisor/manager, another member of management or through the Shiftsmart Complaint Reporting form. Your report should be as specific as possible; including the name of the person who is harassing you, a description of the conduct and the effect that conduct is having on your working conditions and work performance, and the names of any witnesses who could assist in the investigation.

3. All claims of harassment will be investigated promptly and will be handled professionally and as confidentially as circumstances permit. Your further participation in the investigation may be necessary. The Company will not tolerate retaliation against persons reporting alleged harassment or anyone participating in the investigation of the alleged harassment. Members of management who learn of harassment by either receiving a report or observing the conduct described in this policy are required to report the issue so the matter can be investigated immediately. CONFIDENTIAL 6

D. Electronic Communications

Virus Protection

The risk of downloading a computer virus from the internet is extremely high. As a consequence, every file that is downloaded from the internet must be scanned for virus protection.

Software License and Shareware Policy

The Company licenses the use of computer software from a variety of outside companies. The Company does not own this software, but we are licensed to use it under the terms and conditions of the software license agreement that accompanies each product. The Company’s team members and its agents are bound by law and by this policy to adhere to the software license agreement. It is the responsibility of all Company team members and its agents to:

● Maintain in one location the software license agreement, all software products, and the original software diskettes (if provided) for each copy of the software.

● Adhere to all the terms of the software license agreement, especially in the area of software utilization and maintenance of multiple copies for use in backup of the original software.

● Refrain from using shareware (software that is available through public distribution), in order to avoid the potential for unauthorized software use and to reduce the risk of introducing a virus into the Company computer environment. Anyone involved in the illegal reproduction or use of software may be subject to civil damages and criminal penalties, including fines and imprisonment. The Company cannot tolerate the illegal duplication of software or the use of software for which a lawful license has not been obtained. The Company team members who make, acquire, or use unauthorized copies of computer software will be subject to disciplinary action, up to and including termination of your engagement as an independent contractor.

CONFIDENTIAL 7

E. Social Media Use

Social Media Use

The Company’s Social Media Policy is designed to advance the Company’s brands while supporting team member’s active participation in social networks. This guideline outlines how team members can be active participants in social networks while upholding our fundamental position that social media channels should not be used to adversely affect the brands, their assets, customers, vendors and team members.

The same principles found in our policies and procedures apply to a team member’s activities online. To assist team members in making responsible decisions about your use of social media, we have established the guidelines below. Keep in mind that any conduct that adversely affects your performance, the performance of fellow team members or otherwise adversely affects team members, customers, suppliers, people who work on behalf of the Company or the Company’s legitimate business interests may result in disciplinary action up to and including termination of your engagement as an independent contractor. When Posting Online Team members must:

Disclose your affiliation . We love it when team members love our platform! But team members need to make sure that if they are posting online about work related matters that they make sure to identify themselves and that they are independent contractors of the Company. State that it’s your opinion when commenting on the business or anything related to your responsibilities as an independent contractor of the Company. Unless authorized to speak on behalf of the Company, team members must state that any views expressed are their own and are not on behalf of the Company.

Act responsibly and ethically . When participating in online communities, do not misrepresent yourself. For example, if you are not a vice president, don’t state that you are a vice president. Honor our differences and don’t be disrespectful . Team members must always be courteous to fellow team members, guests, suppliers, or people who work on behalf of the Company. If team members post on Social Media, they must avoid using statements, photographs, and video or audio that reasonably could be viewed as malicious, obscene, and threatening or intimidating, that disparages or damages the Company, its guests, team members or suppliers, or that might constitute harassment or bullying. The Company will not tolerate harassment based on any status protected by law or Company policy, threats of violence, or similar inappropriate or unlawful conduct. Examples of such conduct might include offensive posts meant to intentionally harm someone’s reputation or posts that could contribute to a hostile work environment on the basis of race, sex, disability, religion, or any other status protected by law or Company policy.

Team members Must Not Disclose:

● Confidential Company Information : Confidential information about the Company that is non-public financial or operational information, such as trade secrets, systems, potential products, strategies, forecasts, internal reports, policies, procedures, or internal business related confidential communications.

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● Promotions : Internal communication regarding product marketing promotional activities or inventory allocations, including but not limited to advance ads, holiday strategies and other confidential information.

● Personal Information : Team members should refrain from sharing or commenting on personal information about other team members, customers or suppliers, and must never disclose Social Security numbers, customer account numbers, personal contact or medical information, or credit card or other account numbers.

● Legal Information : Anything that is protected by attorney client privilege. If you have questions about this policy, please speak with your supervisor/manager. CONFIDENTIAL 9

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