Fractional Candidate Service Terms

Shiny

This Fractional Candidate Service Terms (the “Fractional Candidate Terms”) is between the Fractional Candidate (“You”) and silicon CFO Inc. dba Shiny, a Delaware incorporation (“Company”, “we”, “us”, “our”, or “Shiny”). The Terms of Use, Privacy Policy are incorporated herein. Any terms not defined herein have been defined in either the Terms of Use or Privacy Policy.

Payment Term. For each Engagement, your “Payment Term” begins on your first day of such Engagement with a Client and continues for 12 months. “Engagement” refers to a continuous engagement with a Client using our Platform as an independent contractor. For the avoidance of doubt, if, after an Engagement, You re-engage with a Client to provide services, each such re-engagement shall be considered a separate Engagement. If an Engagement ends prior to 12 months, then your payment obligation remaining under the Payment Term shall be applied to any future Engagement(s) with the same Client, provided that your total Payment Term across Engagements with such a Client shall not exceed 12 months.

Engagement Fees. “Engagement Fees” means cash, equity, and other compensation, earned by You from a Client. You may, at your sole discretion, choose to enter into a binding agreement with the Client and solely determine the Engagement Fees. You acknowledge, agree, and understand that Shiny is not a party to any agreement between You and the Client, that the formation of any such agreement will not, under any circumstance, create an employment or other service relationship between Shiny and You or the Client or a partnership or joint venture between Shiny and You or the Client.

Service Fee. For each Engagement, whether it an Engagement with multiple Clients, or multiple Engagements with one Client, You shall pay us 15% of the Engagement Fees for the Payment Term (the “Service Fee”). If your Engagement Fees is equity compensation You are granted, or otherwise earn or receive, or are entitled to receive, during the Payment Term (“Equity Compensation”), You shall pay to us the equivalent of 10% of the Liquidation Amount of such Equity Compensation. “Liquidation Amount” means the total monetary value received or receivable by You for the Equity Compensation upon an Exit Event. “Exit Event” includes the first underwritten public offering of Client’s common stock, as well as any merger, acquisition, and other change of control of the Client. You shall provide to us, within the first month of your Engagement, unless otherwise agreed to by the parties, a copy of your stock option grant, restricted stock purchase agreement, stock reward agreement, or other agreement documenting your Equity Compensation. You represent and warrant that your performance of your obligations under this Agreement shall not violate any applicable securities law or regulation or your obligations to the Client or any third party. It is your responsibility to make any necessary disclosures or notifications, including to the Client, with respect to the subject matter of this Agreement.

Non-Circumvention. You agree to use the Platform as your exclusive method to request, make, and receive all payments for any Engagements directly or indirectly with a Client and not to circumvent the payment services offered on the Platform unless You pay a Conversion Fee. If You offer or solicit or accept any offer or solicitation from Clients or other Fractional Candidates identified on the Platform, to contract, hire, invoice, pay, or receive payment in any manner other than through the Platform (“Off-Platform Services”), we will terminate your Account and may, at our sole discretion, prohibit any further use of the Platform. In the event, upon termination, we permit You to create a new Account, You will pay Us a fee of 15% of all invoices received by You in connection with all Off-Platform Services in addition to a return fee of $1000. We will, at our sole discretion, require You to provide all invoices or proof of payment in connection with Off-Platform Services.

Notice of Changes to Account/Engagement. You agree to notify us within thirty (30) days of any change in your: (i) primary residence address, phone number or email, or any other material change to information previously provided to us; (ii) employment status, including both terminations of employment and new employment; or (iii) Engagement Fees.

Equitable Remedies. If we conclude that money damages are not a sufficient remedy for any particular breach of this Agreement, then we will be entitled to seek injunctive or other equitable relief as a remedy for any such breach to the fullest extent permitted by applicable law. Such remedy shall be in addition to all other remedies available at law or equity to us.

Your Representations and Warranties. You represent that all information provided by You to us in connection with this Agreement is true and accurate and You have not provided any false, misleading or deceptive statements or omissions of fact. You further represent that: (i) You have never been convicted of a felony or of any crime involving dishonesty or breach of trust under any applicable law, statute, rule or regulation; (ii) You are not contemplating bankruptcy and You have not consulted with an attorney regarding bankruptcy in the past six months; and (iii) You have filed all tax returns and reports as required by applicable law, they are true and correct in all material respects, and You have paid all applicable taxes and other assessments due.

Audit. In the event of an audit of Shiny, You agree to promptly cooperate with Shiny and provide copies of Your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing You are engaging as an independent contractor.

Tax Reporting. You agree and acknowledge that the applicable Engagement Fees tax consequences of this Agreement are not certain, and that we have not provided You with any tax advice or assurance of specific consequences. You agree and acknowledge that You have had an opportunity to consult with your own trusted advisor about the tax consequences of entering into this Agreement.

Electronic Delivery. We may decide to deliver any documents or notices related to this Agreement by electronic means. Except as otherwise provided in the Consent to Electronic Communications, You agree to receive such documents or notices by electronic delivery and to participate through an on-line or electronic system established and maintained by us or a third party designated by us.