Internal Revenue Service Uses in Independent Contractor Relationship Clause

Independent Contractor Relationship from Independent Contractor Services Agreement

This Agreement is made and entered into, as of September 16, 2015 (Effective Date), by and between ShotSpotter, Inc. (Company), a Delaware corporation having a principal address at 7979 Gateway Blvd., #210, Newark, California 94560 and Marc Morial, a(n) individual (Contractor) with a principal address at

Independent Contractor Relationship. Contractors relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Contractor will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Company, that is inconsistent with Contractor being an independent contractor (and not an employee) of Company. Contractor will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Contractor is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Contractor is solely responsible for all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Contractors compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.

Independent Contractor Relationship from Independent Contractor Agreement

This Independent Contractor Agreement (this Agreement) is effective as of the Effective Date (as defined in Section 8.12), for services rendered beginning April 1, 2017 and not to exceed May 15, 2017, and is made by and between RetailMeNot, Inc. (Company), having a principal place of business at 301 Congress Avenue, Suite 700, Austin, Texas 78701, and Michael Magaro (Contractor), an individual.

Independent Contractor Relationship. Contractors relationship with Company will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Contractor will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health, life insurance, profit-sharing or retirement benefits, paid vacation, holidays or sick leave. Contractor will not be authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by the Chief Executive Officer of Company. Contractor will be solely responsible for obtaining any business or similar licenses required by any federal, state or local authority. In addition, Contractor will be solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. No part of Contractors compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Contractor by filing a Form 1099-MISC with the Internal Revenue Service as required by law. Contractor has completed and delivered to Company the Form W-9 attached hereto as Exhibit A.

Independent Contractor Relationship from Consulting Agreement

THIS CONSULTING AGREEMENT (the Agreement) is made as of the Effective Date set forth above by and between PLY Technology, a California corporation (Client), and Vapor Hub International Inc., a Nevada corporation (Consultant).

Independent Contractor Relationship. Consultants relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Consultants employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant (if Consultant is an individual) and Consultants employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Consultants compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Consultant is reclassified as an employee of Client, or any affiliate of Client, by the Internal Revenue Service (organization) values">U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client.

Independent Contractor Relationship

THIS CONSULTING AGREEMENT ("Agreement") is entered into this 7th day of July, 2016 (the "Effective Date"), by and between ActiveCare, Inc., a Delaware corporation (the "Company"), and James Dalton, (the "Consultant").

Independent Contractor Relationship. The Consultant's relationship with the Company and its affiliates shall be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties. The Consultant is not the agent of the Company or any of its affiliates and is not authorized and shall not have any authority to make any representation, contract or commitment on behalf of the Company or its affiliates, or otherwise bind the Company or its affiliates in any respect whatsoever. Except as otherwise specifically provided herein, it is not the intention of this Agreement or of the parties hereto to confer a third party beneficiary right of action upon any third party or entity whatsoever, and nothing in this Agreement shall be construed to confer upon any third party other than the parties hereto a right of action under this Agreement or in any manner whatsoever. The Consultant (and his employees and agents) shall not be entitled to any of the benefits the Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. The Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Consultant's performance of the Services and receipt of fees under this Agreement. The Company may regularly report amounts paid to the Consultant with the Internal Revenue Service as required by law. Because Consultant is an independent contractor, the Company shall not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on the Consultant's (or his employees' or agents') behalf. The Consultant shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations, including, without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on fees paid to the Consultant, his agents or employees under this Agreement. The Consultant hereby agrees to indemnify, hold harmless and defend the Company against any and all such liability, taxes or contributions, including, without limitation, penalties and interest.

Independent Contractor Relationship from Consulting Agreement

This Consulting Agreement ("Agreement") is made and entered into by and among CytoSorbents Medical, Inc. (with its parent, CytoSorbents Corporation, hereinafter referred to as the "Company") and Dr. Robert H. Bartlett, M.D. ("Consultant").

Independent Contractor Relationship. Consultant's relationship with Company will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health, life insurance, profit-sharing or retirement benefits, paid vacation, holidays or sick leave. Consultant will be solely responsible for obtaining any business or similar licenses required by any federal, state or local authority for Consultant to perform the Services. No part of Consultant's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing a Form 1099-MISC with the Internal Revenue Service as required by law. Consultant will be solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.

Independent Contractor Relationship from Independent Contractor Consulting Agreement

This INDEPENDENT CONTRACTOR CONSULTING AGREEMENT ("Agreement"), dated as of November 11, 2015 (the "Effective Date") is entered into by and between root9B Technologies, Inc., a Delaware corporation, with offices located at 4521 Sharon Road, Suite 300, Charlotte, North Carolina 28211 (the "Company"), and Kenneth T. Smith ("Smith" or the "Executive").

Independent Contractor Relationship. Smith's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Smith will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit sharing or retirement benefits or vacation or other paid time off. Smith is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by the Company. Smith is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Smith is solely responsible for, and must maintain adequate records of, revenues and expenses incurred in the course of performing Consulting Services under this Agreement. No part of Smith's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will report amounts paid to Smith by filing Form 1099 MISC with the Internal Revenue Service as required by law.

INDEPENDENT CONTRACTOR RELATIONSHIP from Consulting Agreement

THIS CONSULTING AGREEMENT (the Agreement) is made as of November 12, 2015 (the Effective Date) by and between SIENTRA, INC., a Delaware corporation (Company), and HANI ZEINI (Consultant).

INDEPENDENT CONTRACTOR RELATIONSHIP. Consultants relationship with Company will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent of Company and is not authorized to make any representation, contract, or commitment on behalf of Company. Consultant will not be entitled to any of the fringe benefits that Company makes available exclusively to its employees, such as group insurance, profit-sharing, or retirement benefits. Consultant will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Consultants performance of services and receipt of fees under this Agreement. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law. Because Consultant is an independent contractor, Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers compensation insurance on Consultants behalf. Consultant accepts exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability, and other contributions based on fees paid to Consultant, his/her agents, or employees under this Agreement, and agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest.

Independent Contractor Relationship from Advisory Board Member Agreement

THIS ADVISORY BOARD MEMBER AGREEMENT (this "Agreement") is by and between Noel Lee ("Advisor"), and Tandon Digital, Inc., a Delaware corporation (the "Company"). The parties hereby agree as follows:

Independent Contractor Relationship. Advisor's relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Advisor will not be entitled to any of the benefits that the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Advisor is not authorized to make any representation, contract or commitment on behalf of the Company unless specifically requested or authorized in writing to do so by the Company. Advisor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services under this Agreement. Advisor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Advisor's compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes. The Company will regularly report amounts paid to Advisor by filing Form 1099-MISC with the Internal Revenue Service as required by law.

Independent Contractor Relationship from Consulting Agreement

This Agreement is made and entered into as of October 9, 2015 ("Execution Date") by and between Jagged Peak, Inc. ("Company"), having a principal place of business at Jagged Peak, Inc., 3000 Bayport Drive, Suite 250, Tampa, Florida 33607 and Vincent J. Fabrizzi ("Consultant") located at 14453 Eagle Pointe Drive, Clearwater, Florida 33762. This Agreement shall become effective simultaneously with the Effective Time, as contemplated and defined in the Agreement and Plan of Merger by and between the Company and SP Jagged Peak LLC, a Delaware limited liability company (the "Merger Agreement"). For purposes of this Agreement, the date on which the Effective Time occurs is the "Effective Date." In accordance with Section 10.1 below, this Agreement will automatically terminate in the event of the termination of the Merger Agreement without consummation of the merger transaction contemplated therein.

Independent Contractor Relationship. Consultant's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits (including but not limited to any 401(k) plans. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

Independent Contractor Relationship from Consulting Agreement

This Agreement is made and entered into as of October 9, 2015 ("Execution Date") by and between Jagged Peak, Inc. ("Company"), having a principal place of business at Jagged Peak, Inc., 3000 Bayport Drive, Suite 250, Tampa, Florida 33607 and Daniel F. Furlong ("Consultant") located at 5017 South Shore Crest Circle, Tampa, Florida 33609. This Agreement shall become effective simultaneously with the Effective Time, as contemplated and defined in the Agreement and Plan of Merger by and between the Company and SP Jagged Peak LLC, a Delaware limited liability company (the "Merger Agreement"). For purposes of this Agreement, the date on which the Effective Time occurs is the "Effective Date." In accordance with Section 10.1 below, this Agreement will automatically terminate in the event of the termination of the Merger Agreement without consummation of the merger transaction contemplated therein.

Independent Contractor Relationship. Consultant's relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits (including but not limited to any 401(k) plans. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant's compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.