Common use of Employment Status Clause in Contracts

Employment Status. ARCHITECT shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, however, that the services to be provided by ARCHITECT shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 23.1. Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services which are the subject matter of this AgreementServices; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 23.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 23.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 23.4. Should a relevant taxing authority determine a liability for past services Services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such that liability). 23.5. A determination of employment status pursuant to the preceding two (2) paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. 23.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 23.1 Construction Manager shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Construction Manager performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Construction Manager shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 23.2 Construction Manager understands and agrees that the ARCHITECT'S Construction Manager’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 23.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Construction Manager or any employee of Construction Manager is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Construction Manager which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 23.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Construction Manager for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Construction Manager shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Construction Manager under this Agreement (again, offsetting any amounts already paid by ARCHITECT Construction Manager which can be applied as a credit against such that liability). 23.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Construction Manager shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Construction Manager is an employee for any other purpose, then ARCHITECT Construction Manager agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Construction Manager was not an employee. . 23.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 22.1 Construction Manager shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Construction Manager performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Construction Manager shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 22.2 Construction Manager understands and agrees that the ARCHITECT'S Construction Manager’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 22.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Construction Manager or any employee of Construction Manager is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Construction Manager which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 22.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Construction Manager for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Construction Manager shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Construction Manager under this Agreement (again, offsetting any amounts already paid by ARCHITECT Construction Manager which can be applied as a credit against such that liability). 22.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Construction Manager shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Construction Manager is an employee for any other purpose, then ARCHITECT Construction Manager agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Construction Manager was not an employee. . 22.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shall, during the entire term of Agreement, be construed to be 24.1. Architect represents and warrants that Architect is an independent contractor or business entity that is: (i) free from the control and nothing direction of District in connection with the performance of the Services, (ii) performing Services that are outside the usual course of District’s business, and (iii) customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the Services performed, District being interested only in the results obtained. Nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services which Services that are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 24.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 24.3. Architect shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to Architect’s employees. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect, or any employee or Consultant of Architect, is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 24.4. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such liability). 24.5. A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.two

Employment Status. ARCHITECT 22.1. Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 22.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 22.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 22.4. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such liability). 22.5. A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. 22.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT ‌ 22.1. Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 22.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 22.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 22.4. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such liability). 22.5. A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. 22.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shallBuyer shall employ all of the Employees who are actively employed by the Acquired Business on the Closing Date immediately after giving effect to the Transactions (each such employee being hereafter referred to as a "TRANSFERRED EMPLOYEE"), during it being agreed that persons who are on layoff or leave and who have a right to return to work at the entire Acquired Business or who are on short-term of Agreement(not more than six months) medical disability (including pregnancy leave) who do not thereafter become eligible for long-term medical disability or other authorized leave (such as military, be construed family or other leaves where return to work is subject to statutory requirements) are to be an independent contractor considered Employees who are actively employed, and nothing in this Agreement it is intended nor shall also agreed that persons on long-term medical disability or whose short-term medical disability thereafter becomes a long-term medical disability and persons whose employment has terminated or will terminate prior to the Closing Date without any right to return to work are not to be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which considered Employees who are the subject matter of this Agreementactively employed; provided alwaysprovided, however, that the services to be provided by ARCHITECT provisions of this Section 7.6(a) shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible construed to limit the ability of the Buyer to terminate any such Employee at any time for membership any reason. From and after the Effective Time, Buyer shall also assume responsibility to provide Former Employees with disability benefits in or the same manner and to the same extent as such Former Employees would have been entitled to receive under Sellers' disability plans and Buyer shall assume the responsibility to provide Transferred Employees and Former Employees with continuing benefits and coverage required, if any, under Section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA. Sellers hereby represent and warrant to Buyer that Schedule 7.6(a) hereto contains a true and accurate list of all Transferred Employees, and (i) each of their respective compensation arrangements (ii) the date of hire of each such employee; and (iii) any benefits from any DISTRICT group plan for hospitalemployment, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave severance or other leave, compensation agreement with or without pay or for other benefits which accrue to a DISTRICT any such employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other For purposes of this Agreement, ARCHITECT the terms "layoff," "right to return to work," "short-term disability," "long-term disability" and "pregnancy leave" shall not be considered an employee construed in accordance with the personnel policies of DISTRICT. Notwithstanding Sellers and the foregoingcollective bargaining agreements covering Transferred Employees, should any courtif applicable, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction both as in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in effect as of the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreementdate hereof.

Employment Status. ARCHITECT 23.1 Construction Manager shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Construction Manager performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Construction Manager shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 23.2 Construction Manager understands and agrees that the ARCHITECT'S Construction Manager’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 23.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Construction Manager or any employee of Construction Manager is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Construction Manager which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 23.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Construction Manager for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Construction Manager shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Construction Manager under this Agreement (again, offsetting any amounts already paid by ARCHITECT Construction Manager which can be applied as a credit against such that liability). 23.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Construction Manager shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Construction Manager is an employee for any other purpose, then ARCHITECT Construction Manager agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Construction Manager was not an employee. . 23.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 24.1 PM shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT PM performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT PM shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 24.2 PM understands and agrees that the ARCHITECT'S PM’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 24.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT PM or any employee of PM is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT PM which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 24.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT PM for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT PM shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT PM under this Agreement (again, offsetting any amounts already paid by ARCHITECT PM which can be applied as a credit against such that liability). 24.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT PM shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT PM is an employee for any other purpose, then ARCHITECT PM agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT PM was not an employee. . 24.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 21.1. Bridging Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employer- employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Bridging Architect performs the services which are the subject matter of this AgreementServices; provided always, however, that the services Services to be provided by ARCHITECT Bridging Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 21.2. ARCHITECT Bridging Architect understands and agrees that the ARCHITECT'S Bridging Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 21.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Bridging Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Bridging Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 21.4. Should a relevant taxing authority determine a liability for past services Services performed by ARCHITECT Bridging Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Bridging Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Bridging Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Bridging Architect which can be applied as a credit against such liability). 21.5. A determination of employment status pursuant to the preceding two (2) paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Bridging Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Bridging Architect is an employee for any other purpose, then ARCHITECT Bridging Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Bridging Architect was not an employee. 21.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shallPurchaser shall offer employment to all of the Employees who are Active Employees of the Business on the Closing Date (except those employees listed on Schedule 12.2, during who shall be treated in the entire manner described in such Schedule); provided, however, any such offer of employment shall be contingent on the consummation of the Closing. Employees who are on an approved leave of absence and who have a right to return to work in the Business or whose employment is covered by a collective bargaining agreement and who are on layoff with a right under such agreement to return to work in the Business or who are on short-term of Agreement, be construed (including pregnancy leave) or military leave are to be an independent contractor considered actively employed, but that Employees on long-term medical and/or workers compensation disability, and nothing in Employees whose employment has terminated or will terminate prior to the Closing Date are not to be considered actively employed. For the purposes of this Agreement is intended nor (i) the terms "right to return to work", "short-term disability", "long-term disability", and "pregnancy leave" shall be construed in accordance with the personnel policies of the Business covering Employees as of the Closing Date (if applicable), and (ii) Employees who are actively employed in the Business on the Closing Date, as herein defined, shall be referred to create an employer-as "Active Employees". Active Employees who affirmatively accept Purchaser's offer of employment are hereinafter collectively called "Transferred Employees" and all Employees who are not Transferred Employees are hereinafter collectively called "Retained Employees." Notwithstanding the foregoing, nothing herein shall be construed as to prevent Purchaser from terminating the employment of any Transferred Employee at any time after the Closing Date for any reason (or no reason). Subject to applicable law and to the terms of any collective bargaining agreement that Purchaser assumes or is required to assume as a result of this Agreement or under applicable law, as of the Closing Date, Purchaser shall offer employment to each Active Employee at a base salary level equivalent to his/her current base salary and shall provide employee relationshipbenefits, a joint venture relationshipincluding, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services without limitation, medical and dental benefits, which are the subject matter of this Agreement; comparable to those benefits provided always, however, that the services generally by Purchaser to be provided by ARCHITECT shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel its employees who are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICTTransferred Employees. Notwithstanding the foregoing, should the parties hereto acknowledge that, subject to the terms of any courtcollectively bargaining agreement assumed by Purchaser under Section 12.8, arbitratorPurchaser retains, in its sole discretion, the right to amend and/or terminate any or administrative authority determine that ARCHITECT is an all of its employee for any other purpose, then ARCHITECT agrees benefit plans or programs from time to a reduction in DISTRICT’s liability resulting from this Agreement pursuant time. Seller shall deliver to principles similar Purchaser as of the Closing Date all personnel files relating to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this AgreementTransferred Employees.

Employment Status. ARCHITECT ‌ 23.1. Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services which are the subject matter of this AgreementServices; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 23.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits benefit from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 23.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 23.4. Should a relevant taxing authority determine a liability for past services Services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such that liability). 23.5. A determination of employment status pursuant to the preceding two (2) paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. 23.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 23.1. Criteria Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT the District to exercise discretion or control over the professional manner in which the ARCHITECT Criteria Architect performs the services which Services that are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Criteria Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 23.2. ARCHITECT Criteria Architect understands and agrees that the ARCHITECT'S Criteria Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 23.3. Should DISTRICTthe District, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Criteria Architect, or any employee or Consultant of Criteria Architect, is an employee of the District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Criteria Architect which can be applied against this liability). DISTRICT The District shall then forward those amounts to the relevant taxing authority. 23.4. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Criteria Architect for DISTRICTthe District, upon notification of such fact by DISTRICTthe District, ARCHITECT Criteria Architect shall promptly remit such amount due or arrange with DISTRICT the District to have the amount due withheld from future payments to ARCHITECT Criteria Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Criteria Architect which can be applied as a credit against such liability). 23.5. A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.two

Employment Status. ARCHITECT shall, during the entire term of (i) For such time as any Shared Employees are shared under this Agreement, the Shared Employees will remain employees of the Park View Entities and shall not be construed deemed to be an independent contractor employees of Manager for any purpose and nothing Park View shall be solely responsible for the payment and provision of all wages, bonuses and commissions (collectively, “Wages”), employee benefits, including, but not limited to, pension and welfare benefits, fringe benefits, severance benefits, and workers’ compensation insurance (collectively, “Benefits”), and the withholding and payment of applicable payroll taxes (collectively, “Taxes”) relating to such Shared Employees. Manager shall not directly pay or provide any Wages or Benefits to the Shared Employees, but rather shall reimburse Park View hereunder for Wages, Benefits and Taxes paid by Park View in accordance with Section 1.3 of this Agreement. (ii) Notwithstanding the foregoing, Park View agrees that it will not direct or permit, or cause to be directed or permitted, any Shared Employee to perform any activities on behalf of Manager without the prior approval of Manager, which consent may be granted or withheld in the sole discretion of Manager. (iii) Nothing contained in this Agreement shall require the Park View Entities to maintain the employment of any Shared Employee. If any Shared Employee is intended nor shall terminated or ceases for any reason to be construed to create an employer-employee relationshipemployed by the Park View Entities (including the elimination of such position), a joint venture relationshipthen: (1) If Manager determines, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, howeverits sole discretion, that the services remaining Shared Employees will be unable to be provided by ARCHITECT shall be provided perform the activities related to performing the Services in a manner consistent acceptable to Manager, it shall notify Park View, and Park View shall undertake to retain additional employees with all applicable standards such skills and regulations governing such servicesqualifications as Manager deems necessary. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement Such retained employees shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits treated as Shared Employees for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement. (2) If Manager determines, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoingin its sole discretion, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses remaining Shared Employees will be able to perform the Services in a manner acceptable to Manager, such Shared Employees shall continue to so perform such activities. (3) Park View may cause the Park View Entities to designate a substitute Shared Employee, who shall, upon such designation, become a Shared Employee for purposes of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement. If Manager determines, in its sole discretion, that such designated employee is inadequate for the performance of the Services, Manager shall notify Park View and the provisions of Section 1.1(b)(iii)(1) shall apply.

Employment Status. ARCHITECT shall, during the entire term of (i) For such time as any Shared Employees are shared under this Agreement, (x) the Shared Employees will remain employees of Belpointe and shall not be construed deemed to be an independent contractor employees of the Manager for any purpose, and nothing (y) Belpointe shall be solely responsible for the payment and provision of all wages, including, but limited to, compensation, bonuses and commissions (collectively, “Wages”), employee benefits, including, but not limited to, pension and welfare benefits, health insurance and other fringe benefits, severance benefits, and workers’ compensation insurance (collectively, “Benefits”), and the withholding and payment of applicable payroll taxes (collectively, “Taxes”) relating to such Shared Employees. The Manager shall not directly pay or provide any Wages or Benefits to the Shared Employees, but rather the Manager or the Company Group, as applicable, shall reimburse Belpointe hereunder for Wages, Benefits and Taxes paid by Belpointe in accordance with Section 1.3 of this Agreement. (ii) Nothing contained in this Agreement shall require Belpointe to maintain the employment of any Shared Employee. If any Shared Employee is intended nor shall terminated or ceases for any reason to be construed to create an employer-employee relationshipemployed by Belpointe (including the elimination of such position), a joint venture relationship, or to allow DISTRICT to exercise discretion or control over then: (A) If the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, however, Manager determines that the services remaining Shared Employees will be unable to be provided by ARCHITECT shall be provided perform the activities related to performing the Services in a manner consistent acceptable to the Manager, it shall notify Belpointe, and Belpointe shall undertake to retain additional employees with all applicable standards such skills and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such qualifications as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement Manager deems necessary. Such retained employees shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits treated as Shared Employees for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding . (B) If the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so Manager determines that the total expenses remaining Shared Employees will be able to perform the Services in a manner acceptable to the Manager, such Shared Employees shall continue to so perform such activities. (C) Belpointe may designate a substitute Shared Employee, who shall, upon such designation, become a Shared Employee for purposes of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement. If the Manager determines that such designated employee is inadequate for the performance of the Services, the Manager shall notify Belpointe and the provisions of Section 1.1(b)(iii)(A) shall apply.

Employment Status. ARCHITECT ‌ 20.1 Architect/Engineer shall, during the entire term of Agreement, be construed to be an independent contractor to the District and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect/Engineer performs the services which are the subject matter of this Agreement; provided always, however, that the services to be provided by ARCHITECT Architect/Engineer shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT . 20.2 Architect/Engineer understands and agrees that the ARCHITECT'S Architect/Engineer’s personnel are not and will not be eligible for rights or benefits as employees of the District, including without limitation, membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. . 20.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect/Engineer is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect/Engineer which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 20.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Architect/Engineer for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect/Engineer shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect/Engineer under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect/Engineer which can be applied as a credit against such liability). 20.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect/Engineer shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect/Engineer is an employee for any other purpose, then ARCHITECT Architect/Engineer agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect/Engineer was not an employee. . 20.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 24.1 PM/CM shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT PM/CM performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT PM/CM shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 24.2 PM/CM understands and agrees that the ARCHITECT'S PM/CM’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 24.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT PM/CM or any employee of PM/CM is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT PM/CM which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 24.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT PM/CM for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT PM/CM shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT PM/CM under this Agreement (again, offsetting any amounts already paid by ARCHITECT PM/CM which can be applied as a credit against such that liability). 24.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT PM/CM shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT PM/CM is an employee for any other purpose, then ARCHITECT PM/CM agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT PM/CM was not an employee. . 24.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shall, during the entire term of (i) For such time as any Shared Employees are shared under this Agreement, (x) the Shared Employees will remain employees of Belpointe and shall not be construed deemed to be an independent contractor employees of the Manager for any purpose, and nothing (y) Belpointe shall be solely responsible for the payment and provision of all wages, bonuses and commissions (collectively, “Wages”), employee benefits, including, but not limited to, pension and welfare benefits, fringe benefits, severance benefits, and workers’ compensation insurance (collectively, “Benefits”), and the withholding and payment of applicable payroll taxes (collectively, “Taxes”) relating to such Shared Employees. The Manager shall not directly pay or provide any Wages or Benefits to the Shared Employees, but rather the Manager or the Company Group, as applicable, shall reimburse Belpointe hereunder for Wages, Benefits and Taxes paid by Belpointe in accordance with Section 1.3 of this Agreement. (ii) Notwithstanding the foregoing, Belpointe agrees that it will not direct or permit, or cause to be directed or permitted, any Shared Employee to perform any activities on behalf of the Manager without the prior approval of the Manager, which consent may be granted or withheld in the sole discretion of the Manager. (iii) Nothing contained in this Agreement shall require Belpointe to maintain the employment of any Shared Employee. If any Shared Employee is intended nor shall terminated or ceases for any reason to be construed to create an employer-employee relationshipemployed by Belpointe (including the elimination of such position), a joint venture relationshipthen: (A) If the Manager determines, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, howeverits sole discretion, that the services remaining Shared Employees will be unable to be provided by ARCHITECT shall be provided perform the activities related to performing the Services in a manner consistent acceptable to the Manager, it shall notify Belpointe, and Belpointe shall undertake to retain additional employees with all applicable standards such skills and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such qualifications as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement Manager deems necessary. Such retained employees shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits treated as Shared Employees for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement. (B) If the Manager determines, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoingin its sole discretion, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses remaining Shared Employees will be able to perform the Services in a manner acceptable to the Manager, such Shared Employees shall continue to so perform such activities. (C) Belpointe may designate a substitute Shared Employee, who shall, upon such designation, become a Shared Employee for purposes of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement. If the Manager determines, in its sole discretion, that such designated employee is inadequate for the performance of the Services, the Manager shall notify Belpointe and the provisions of Section 1.1(b)(iii)(A) shall apply.

Employment Status. ARCHITECT shall, during During the entire term of your Expatriate Assignment, you shall remain an employee of Citibank N.A., Hong Kong Branch as set out in your employment agreement dated January 1, 2009 (your “Employment Agreement”), which will be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, however, that the lending your services to be provided by ARCHITECT shall be provided Global Consumer Banking and Citibank N.A. in a manner consistent with all applicable standards and regulations governing such the United States pursuant to an inter-company agreement for the supply of employee services. ARCHITECT understands Please be advised your Expatriate salary and agrees that benefits will be administered by Citibank, N.A. in the ARCHITECT'S personnel are not United States as agent for your employer, pursuant to the terms and conditions of the Citi Expatriate Program. During this time you will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICTCitibank, N.A. in the United States. Notwithstanding This letter is not an employment contract or a guarantee to employ you for any definite period of time or at any place at any time. To the foregoingextent legally permissible, your employment by Citi at all times is on an “at-will” basis and may be terminated at any time (subject to any applicable notice provisions in your Employment Agreement) by you or by Citi. In the event you voluntarily apply for and are granted permanent resident status or citizenship in the United States, your Expatriate Assignment may be terminated. The current terms and conditions of the Citi Expatriate Program are described in detail in the Expatriate Handbook. The most recent edition of the Expatriate Handbook has been delivered to you together with this letter. You should refer to the Expatriate Handbook for more detailed descriptions of matters summarized in this letter. In the event of any courtconflict between the description of an item of expatriate compensation or other feature of the Citi Expatriate Program in this letter and its description in the most recent edition of the Expatriate Handbook, arbitrator, or administrative authority determine that ARCHITECT is the Expatriate Handbook will control. Because you will remain an employee of Citibank N.A., Hong Kong Branch during the term of your Expatriate Assignment, you are not eligible for any other purpose, then ARCHITECT agrees benefits or salary provided to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated Citi employees who are employed under local terms and conditions in the foregoing paragraphs so United States. However, while on Expatriate Assignment you will be subject to certain local practices and customs, such as office hours and dress policies, holiday schedules and, if applicable, restrictions in certain countries on participation in Citi equity compensation and investment programs. Also, you must comply with all regulatory systems and controls, and internal policies and procedures, including with respect to the effective management of risk that apply in your assignment country. This letter summarizes key elements of the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the courtexpatriate policies regarding compensation, arbitratorallowances, or administrative authority determined reimbursements, tax equalization and other benefits that ARCHITECT was not an employeeapply to Citi Expatriates generally and to your Expatriate Assignment specifically. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party The preliminary salary worksheet attached to this Agreementletter will provide you with an estimate of your compensation and the allowances you will be eligible for during your Expatriate Assignment. Allowances fluctuate based on various factors, including exchange rates, other market data, and conditions in the assignment country, and are subject to change. Refer to the most recent Expatriate Program Handbook or contact me for additional details regarding specific allowances.

Employment Status. ARCHITECT 23.1 Bond Program Manager shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Bond Program Manager performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Bond Program Manager shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT Services. 23.2 Bond Program Manager understands and agrees that the ARCHITECT'S Bond Program Manager’s personnel are not and will not be eligible for for: membership in in, or to receive any benefits from from, any DISTRICT District group plan for hospital, surgical or medical insurance or for insurance; membership in any DISTRICT District retirement program or for program; paid vacation, paid sick leave or other leave, with or without pay pay; or for any other benefits which accrue to a DISTRICT District employee. . 23.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Bond Program Manager or any employee of Bond Program Manager is an employee of District for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Bond Program Manager which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 23.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Bond Program Manager for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Bond Program Manager shall promptly remit such the amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Bond Program Manager under this Agreement (again, offsetting any amounts already paid by ARCHITECT Bond Program Manager which can be applied as a credit against such that liability). 23.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Bond Program Manager shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Bond Program Manager is an employee for any other purpose, then ARCHITECT Bond Program Manager agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Bond Program Manager was not an employee. . 23.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 23.1. The Program Manager shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT College to exercise discretion or control over the professional manner in which the ARCHITECT Program Manager performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT the Program Manager shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 23.2. ARCHITECT The Program Manager understands and agrees that the ARCHITECT'S Program Manager’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT College group plan for hospital, surgical or medical insurance or for membership in any DISTRICT College retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT College employee. 23.3. Should DISTRICTCollege, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT the Program Manager is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT the Program Manager which can be applied against this liability). DISTRICT College shall then forward those amounts to the relevant taxing authority. 23.4. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT the Program Manager for DISTRICTCollege, upon notification of such fact by DISTRICTCollege, ARCHITECT the Program Manager shall promptly remit such amount due or arrange with DISTRICT College to have the amount due withheld from future payments to ARCHITECT the Program Manager under this Agreement (again, offsetting any amounts already paid by ARCHITECT the Program Manager which can be applied as a credit against such liability). 23.5. A determination of employment status pursuant to the preceding two paragraphs subsections shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT the Program Manager shall not be considered an employee of DISTRICTCollege. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT the Program Manager is an employee for any other purpose, then ARCHITECT the Program Manager agrees to a reduction in DISTRICTCollege’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs subsections so that the total expenses of DISTRICT College under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT the Program Manager was not an employee. 23.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 23.1. Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services which are the subject matter of this AgreementServices; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable standards and regulations governing such servicesServices. 23.2. ARCHITECT Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits benefit from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. 23.3. Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. 23.4. Should a relevant taxing authority determine a liability for past services Services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such that liability). 23.5. A determination of employment status pursuant to the preceding two (2) paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. 23.6. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shall1.1 We hereby agree that this agreement will serve as our respective notices for purposes of termination of the Employee’s employment with the Company, during such notice to take effect on 31 October 2014. Your employment will terminate on the entire term Termination Date. 1.2 You shall be paid your salary and shall continue to receive your benefits in the usual way up to and including the Termination Date, subject to deductions for income tax and national insurance contributions as required by law. 1.3 The Company will reimburse you in respect of Agreement, be construed any expenses properly incurred in accordance with its expenses policy prior to the Termination Date strictly subject to receipt of appropriate evidence of such expenditure prior to the Termination Date. 1.4 You will continue to be an independent contractor eligible to receive bonus in respect of 2014 under the 2014 Executive Incentive Program (Incentive Program) regardless of your employment status. Any such bonus that may be awarded shall be made subject always to the provisions of the Incentive Program which are in force as at the date of this agreement, save that any such bonus shall be paid no earlier than 6 April 2015, and nothing subject to such deductions for income tax and employee National Insurance contributions as the Company is required by law to make. 1.5 Save as specified in this Agreement agreement, all benefits shall cease as from the Termination Date. 1.6 You acknowledge that as at the Termination Date the number the outstanding Time-Vested Deferred Stock (TVDS) awards you hold under the Omnibus Plan is intended nor as set out in Schedule 2 of this agreement. Subject to and strictly conditional upon your compliance with terms of this agreement, your rights on termination in respect of such awards shall be construed as set out in Schedule 2 subject always to create an employerthe provisions of the Omnibus Plan. You will have the ability to exercise vested stock options and stock-employee relationshipsettled appreciation rights for two months following the Termination Date. However, a joint venture relationshipyou further acknowledge and agree that all and any other rights you may have under the Omnibus Plan, including to further vest in any awards other than as set forth in Schedule 2, or under any other equity related or long term incentive plan operated by the Group shall lapse on the Termination Date and that you have no right to allow DISTRICT any compensation whatsoever for the loss of any right or benefit under the Omnibus Plan or any other equity related or long term incentive plan operated by the Group. To the extent that you have any such rights, you hereby waive all such rights with effect from the Termination Date. 1.7 Save as specified in this agreement you are not eligible for, nor entitled to exercise discretion receive, any further bonus, commission or control over other payments or benefits from the professional manner Company or any Group Company or any other increase to your remuneration. 1.8 Subject to clause 1.9, between the date of this agreement and the Termination Date you will continue to work in which your role as Executive Vice President, Global Staffing Services as per the ARCHITECT performs terms of the services which are Service Agreement entered into between you and the subject matter Company in or around December 2011 and the letter detailing the terms and conditions of promotion dated 28th February 2013 (the Promotion Letter) A copy of the Service Agreement and the Promotion Letter is set out in Schedule 5 of this Agreement; provided always. 1.9 Between the date of this agreement and the Termination Date, however, the Company may in its absolute discretion: 1.9.1 require you not to perform any duties for the Company or any Group Company save that you shall co-operate with the services Company in order to assist with the handover of your work or as may otherwise be required and will be required to be provided by ARCHITECT shall be provided contactable at all times during working hours to deal with any queries that arise with regard to your work or otherwise; and 1.9.2 require you not, without prior permission, to enter the premises of the Company or any Group Company or (save in a manner consistent purely social context) to contact any of the employees, customers, shareholders, distributors, or suppliers or any other business contact of the Company or any company in the Group; and 20150678 1.9.3 require you to take up any accrued but untaken holiday entitlement between 16 December 2014 and the Termination Date inclusive. 1.10 For the avoidance of doubt, subject to clause 1.9 throughout the period up to and including the Termination Date, you agree that you remain bound by your Employment Contract including, for the avoidance of doubt, your express and implied duties of loyalty, fidelity and confidentiality. You agree and undertake that you will comply with all applicable standards your obligations to the Company and regulations governing any Third Party. The Company reserves the right to terminate your employment summarily without notice or payment in lieu of notice in the event of gross misconduct or under the provisions of the Employment Contract. In the event of such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will termination, you would not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts entitled to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICTpayments at clause 3.1 below, upon notification of such fact by DISTRICTand, ARCHITECT shall promptly remit such amount due or arrange notwithstanding clause 1.2 above, your salary and benefits would cease to be paid and provided to you with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability)immediate effect. A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT 21.1 Architect shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT District to exercise discretion or control over the professional manner in which the ARCHITECT Architect performs the services Services which are the subject matter of this Agreement; provided always, however, that the services Services to be provided by ARCHITECT Architect shall be provided in a manner consistent with all applicable professional standards and regulations governing such services. ARCHITECT Services. 21.2 Architect understands and agrees that the ARCHITECT'S Architect’s personnel are not and will not be eligible for membership in or any benefits from any DISTRICT District group plan for hospital, surgical or medical insurance or for membership in any DISTRICT District retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT District employee. . 21.3 Should DISTRICTDistrict, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT Architect is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT Architect which can be applied against this liability). DISTRICT District shall then forward those amounts to the relevant taxing authority. . 21.4 Should a relevant taxing authority determine a liability for past services performed by ARCHITECT Architect for DISTRICTDistrict, upon notification of such fact by DISTRICTDistrict, ARCHITECT Architect shall promptly remit such amount due or arrange with DISTRICT District to have the amount due withheld from future payments to ARCHITECT Architect under this Agreement (again, offsetting any amounts already paid by ARCHITECT Architect which can be applied as a credit against such liability). 21.5 A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT Architect shall not be considered an employee of DISTRICTDistrict. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT Architect is an employee for any other purpose, then ARCHITECT Architect agrees to a reduction in DISTRICTDistrict’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT District under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT Architect was not an employee. . 21.6 Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shall, during the entire term of Agreement, be construed to be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship, a joint venture relationship, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, however, that the services to be provided by ARCHITECT shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement.

Employment Status. ARCHITECT shall, during the entire term of (a) For such time as any Shared Employees are shared under this Agreement, (A) the Shared Employees will remain employees of Belpointe and shall not be construed deemed to be an independent contractor employees of the Manager for any purpose, and nothing (B) Belpointe shall be solely responsible for the payment and provision of all wages, including, but limited to, compensation, bonuses and commissions (collectively, the “Wages”), employee benefits, including, but not limited to, pension and welfare benefits, paid absences, health insurance and other fringe benefits, direct non-labor costs and similar expenses, reimbursement of out-of-pocket third party costs and expenses, severance benefits and workers’ compensation insurance (collectively, the “Benefits”), and the withholding and payment of applicable payroll taxes (the “Taxes”) related to such Shared Employees. The Manager shall not directly pay or provide any Wages or Benefits to the Shared Employees, but rather the Manager, Company or Operating Companies, as applicable, shall reimburse Belpointe for their allocable share of all Wages, Benefits and Taxes paid by Belpointe in accordance with Article 2 of this Agreement. (b) Nothing contained in this Agreement shall require Belpointe to maintain the employment of any Shared Employee. If any Shared Employee is intended nor shall terminated or ceases for any reason to be construed to create an employer-employee relationshipemployed by Belpointe (including the elimination of such position), a joint venture relationship, or to allow DISTRICT to exercise discretion or control over then: (i) If the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, however, Manager reasonably determines that the services remaining Shared Employees will be unable to be provided by ARCHITECT shall be provided perform the activities related to performing the Services in a manner consistent acceptable to the Manager, it will notify Belpointe, and Belpointe use commercially reasonable efforts to retain additional employees with all applicable standards such skills and regulations governing such services. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such qualifications as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement Manager deems necessary. Such retained employees shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits treated as Shared Employees for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding . (ii) If the foregoing, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so Manager reasonably determines that the total expenses remaining Shared Employees will be able to perform the Services in a manner acceptable to the Manager, such Shared Employees shall continue to so perform such activities. (iii) Belpointe may designate a substitute Shared Employee, who shall, upon such designation, become a Shared Employee for purposes of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement. If the Manager reasonably determines that such designated Shared Employee is inadequate for the performance of the Services, the Manager shall notify Belpointe and the provisions of Section 1.2(b)(i) shall apply.

Employment Status. ARCHITECT shall, during the entire term of (i) For such time as any Shared Employees are shared under this Agreement, the Shared Employees will remain employees of Park View and shall not be construed deemed to be an independent contractor employees of Manager for any purpose and nothing Park View shall be solely responsible for the payment and provision of all wages, bonuses and commissions (collectively, “Wages”), employee benefits, including, but not limited to, pension and welfare benefits, fringe benefits, severance benefits, and workers’ compensation insurance (collectively, “Benefits”), and the withholding and payment of applicable payroll taxes (collectively, “Taxes”) relating to such Shared Employees. Manager shall not directly pay or provide any Wages or Benefits to the Shared Employees, but rather shall reimburse Park View hereunder for Wxxxx, Benefits and Taxes paid by Park View in accordance with Section 1.3 of this Agreement. (ii) Notwithstanding the foregoing, Park View agrees that it will not direct or permit, or cause to be directed or permitted, any Shared Employee to perform any activities on behalf of Manager without the prior approval of Manager, which consent may be granted or withheld in the sole discretion of Manager. (iii) Nothing contained in this Agreement shall require Park View to maintain the employment of any Shared Employee. If any Shared Employee is intended nor shall terminated or ceases for any reason to be construed to create an employer-employee relationshipemployed by Park View (including the elimination of such position), a joint venture relationshipthen: (1) If Manager determines, or to allow DISTRICT to exercise discretion or control over the professional manner in which the ARCHITECT performs the services which are the subject matter of this Agreement; provided always, howeverits sole discretion, that the services remaining Shared Employees will be unable to be provided by ARCHITECT shall be provided perform the activities related to performing the Services in a manner consistent acceptable to Manager, it shall notify Park View, and Park View shall undertake to retain additional employees with all applicable standards such skills and regulations governing such servicesqualifications as Manager deems necessary. ARCHITECT understands and agrees that the ARCHITECT'S personnel are not and will not be eligible for membership in or any benefits from any DISTRICT group plan for hospital, surgical or medical insurance or for membership in any DISTRICT retirement program or for paid vacation, paid sick leave or other leave, with or without pay or for other benefits which accrue to a DISTRICT employee. Should DISTRICT, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Department, or both, determine that ARCHITECT is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement Such retained employees shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits treated as Shared Employees for amounts already paid by ARCHITECT which can be applied against this liability). DISTRICT shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by ARCHITECT for DISTRICT, upon notification of such fact by DISTRICT, ARCHITECT shall promptly remit such amount due or arrange with DISTRICT to have the amount due withheld from future payments to ARCHITECT under this Agreement (again, offsetting any amounts already paid by ARCHITECT which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement. (2) If Manager determines, ARCHITECT shall not be considered an employee of DISTRICT. Notwithstanding the foregoingin its sole discretion, should any court, arbitrator, or administrative authority determine that ARCHITECT is an employee for any other purpose, then ARCHITECT agrees to a reduction in DISTRICT’s liability resulting from this Agreement pursuant to principles similar to those stated in the foregoing paragraphs so that the total expenses remaining Shared Employees will be able to perform the Services in a manner acceptable to Manager, such Shared Employees shall continue to so perform such activities. (3) Park View may designate a substitute Shared Employee, who shall, upon such designation, become a Shared Employee for purposes of DISTRICT under this Agreement shall not be greater than they would have been had the court, arbitrator, or administrative authority determined that ARCHITECT was not an employee. Nothing in this Agreement shall operate to confer rights or benefits on persons or entities not a party to this Agreement. If Manager determines, in its sole discretion, that such designated employee is inadequate for the performance of the Services, Manager shall notify Park View and the provisions of Section 1.1(b)(iii)(1) shall apply.