Common use of Covenant Against Competition; Other Covenants Clause in Contracts

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates subsidiaries in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment; and (C) the Executive may be employed by or provide services for a company (a “Conglomerate”) with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive with the Company (the “Competitive Division”), (x) the Executive is employed by or provides services to a line of business of Conglomerate that is not competitive with the Company; and (y) the Executive does not perform services for the Competitive Division; and (z) the Executive (A) provides the Company with advance notice of such employment or service and (B) informs the Conglomerate in writing of its obligations under this Section 6.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance the ownership and manage a portfolio leasing of reverse mortgage loans, reverse mortgage-backed securities vineyards and other reverse mortgage-real estate assets related assets to the wine industry (such businessesbusiness, and any and all such other principal businesses in which, at which the time Company may engage during the employ of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, as herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after a termination covered by Section 5.2. (zb) During and after the period of the Executive's employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company's prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the one-year period which follows the termination of such employee's employment with the Company and its affiliates, and (ii) the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe acquiring, originate, finance owning and manage a portfolio redeveloping of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets enclosed shopping malls (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after (zi) a termination covered by Section 5.2 or (ii) a termination by the Executive after a Change in Control. In addition, the restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive which have been disclosed in writing to the Board prior to the date hereof. (b) During and after the period of the Executive's employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company's prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such entity; employee's employment with the Company and its affiliates, and (Bii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates' relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (shall include the Company and any related enforcement provisions hereof), each of its successors subsidiaries and assignsaffiliates) is the provision of a broad range of services designed to acquirepromote the cost-effective delivery of pharmacy benefits, originateincluding pharmacy benefit management services, finance claims processing and/or the purchasing of pharmaceutical products on behalf of pharmacy networks and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities long term care facilities (including assisted living facilities and other reverse mortgage-related assets nursing homes) (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany's then-overall business, herein being collectively referred refereed to as the “"Business”'); (ii) the Company is one dependent on the efforts of the a certain limited number of persons who have developed such a business; developed, or will be responsible for developing the Company's Business, (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this do Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By At any time during his employment with the Company and in consideration ending one (1) year following (i) termination of the salary and benefits to be provided Executive's employment with the Company (irrespective of the reason for such termination) or (ii) payment of any Annual Salary in accordance with Section 4 or 5 hereof (unless such termination is by the Company hereunderwithout Cause), including whichever occurs last, the severance arrangements set forth hereinExecutive shall not engage, directly or indirectly (which includes, without limitation owning, managing operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity other than the Company), anywhere in the United States in (A) the Business or (B) any material component of the Business; provided, however, that the Executive's ownership as a passive investor of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation shall not be deemed to constitute competition. (b) During and after the period during which the Executive is employed, the Executive shall keep secret and retain in strictest confidence, and further shall not use for his benefit or the benefit of others, except in consideration of connection with the Executive’s exposure to the proprietary information business and affairs of the Company, all confidential matters relating to the Company and/or the Company's Business, learned by the Executive covenants heretofore or hereafter directly or indirectly from the Company (the "Confidential Company Information"), including, without limitation, information with respect to (i) the strategic plans, budgets, forecasts, intended expansion of product, service or geographic markets of the company and agrees thatit's affiliates, during (ii) sales figures, contracts agreements, and undertakings with or with respect to the Company's customers or prospective customers, (iii) profit or loss figures, and (iv) then existing or then prospective customers, clients, suppliers and sources of supply and customer lists, and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, this Section 6.1(b) shall not apply to the extent that the Executive is acting to the extent necessary to comply with legal process; provided that in the event that the Executive is subpoenaed to testify or to produce any information or documents before any court, administrative agency or other tribunal relating to any aspect pertaining to the Company, he shall immediately notify the Company thereof. (c) During the period commencing on the date hereof and ending 12 months two (2) years following the date later to occur of dates upon which the Executive shall cease to be an (i) employee or (ii) an "affiliate", as defined in Rule 144 promulgated under the Securities Act of 1993, and the rules and regulations promulgated thereunder (as amended, the "1993 Act"), of the Company and its affiliates (Company, the “Restricted Period”)Executive shall not, he shall not in without the Restricted Territory (as defined below)Company's prior written consent, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant solicit or in encourage to leave the employment or other service of the Company any employee or independent contractor thereof or hire (on behalf of the Executive or any other person, firm, corporation or entity) any employee or independent contractor who has left the employment or other service of the Company within one (1) year of the termination of such employee's or independent contractor's employment or other service with the Company. During such a one (1) year period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other entity, intentionally interfere with the Company's relationship with, or capacityendeavor to entice away from the Company any person who during the Term is or was a customer or client of the Company. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (iand all copies thereof) engage in made, produced or compiled by the Executive or made available to the Executive concerning the Business (other than for of the Company, including all Confidential Company Information, shall be the Company's property and shall be delivered to the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of at any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed time on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employmentrequest.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred securities or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person, corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. (a) The Executive acknowledges that that: (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 100 metropolitan statistical areas throughout the United States (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); ; (ii) the Company is one of the limited number of persons who have developed such a business; ; (iii) the Company’s 's Business is national in scope; ; (iv) the Executive’s 's work for RMF NSA OP, LP ("NSA"), and the Company has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; ; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. . (b) Accordingly, the Executive covenants and agrees that: (a) By that by and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and the Executive's affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twenty-four (24) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, : (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Business; or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (Ax) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xI) such securities are listed on any national securities exchange, (yII) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zIII) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; entity and (By) subject to the approval of the Board, the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement. (c) For purposes of this Agreement, the "Restricted Territory" shall mean any:

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership, originateoperation, finance development, redevelopment, acquisition and manage a portfolio management of reverse mortgage loans, reverse mortgage-backed securities strategically located medical office buildings and other reverse mortgage-healthcare related assets facilities in the Southeastern United States. (such businesses, business and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF Cxxxxxx Sxxxxxx Advisors, Inc. and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits payments to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in competition with the Business Company or its affiliates, or (iii) provide financial assistance to or otherwise obtain an ownership interest in a competitor of the same services that the Executive renders to the CompanyCompany or its affiliates; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. (a) The Executive acknowledges that that: (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 100 metropolitan statistical areas throughout the United States (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); ; (ii) the Company is one of the limited number of persons who have developed such a business; ; (iii) the Company’s 's Business is national in scope; ; (iv) the Executive’s 's work for RMF NSA OP, LP ("NSA"), and the Company has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; ; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. . (b) Accordingly, the Executive covenants and agrees that: (a) By that by and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and the Executive's affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, : (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Business; or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (Ax) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xI) such securities are listed on any national securities exchange, (yII) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zIII) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; entity and (By) subject to the approval of the Board, the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement. (c) For purposes of this Agreement, the "Restricted Territory" shall mean any:

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within both the United States and Mexico; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity. “Actively Conducted” shall mean that the Company actually owns or manages industrial real estate in the specified location, or has entered into a binding agreement, or a letter of intent, a term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or expired of its own terms), to purchase or manage industrial real estate in the specified location. “Controlled Affiliates” shall mean any and all entities that the Company directly or indirectly controls; provided that, if after the date hereof there is a reorganization of the Company and a new holding company is established thereover, which controls the Company, then “Controlled Affiliates” shall also include such holding company and any affiliates that are controlled by the new parent. Notwithstanding the foregoing, if either (Bi) employment terminates upon or after the Executive may continue to serve on scheduled expiration of the Term (without any board early termination under Section 4 or 5) or (ii) employment terminates following a Change in Control and Section 5.2(b) applies, then the restrictions of directors on which the Executive was serving as of this Section 6.1(a) shall not extend beyond the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe development, originateacquisition, finance and manage a portfolio of reverse mortgage loansoperation, reverse mortgagemanagement or investment in self-backed securities and other reverse mortgage-related assets storage facilities (such businesses, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company (as successor in interest to the assets, properties and businesses of Extra Space Storage LLC) is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF Extra Space Storage LLC and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, (i) during such time as the Executive remains employed by the Company, he shall not engage in the Restricted Activities (as defined below) and (ii) during the period commencing on the date hereof of the termination of the Executive’s employment with the Company and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in within 7 miles of any facility maintained by the Restricted Territory (as defined below)Company, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (iA) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (iiB) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business Business, or (C) become interested in any such person, corporation, partnership or other entity (other than the same services that Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity (such activities set forth in clauses (A) through (C) above collectively referred to as the Executive renders to the Company“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (Ax) the restrictions set forth in Section 6 shall not limit the Executive’s involvement or activities with respect to Extra Space of Palmdale, California, Extra Space Pico Riviera or any self-storage facilities owned by Extra Space Development LLC as of the date hereof and (y) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x1) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (y2) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (z3) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . (b) During and (B) after the Restricted Period, the Executive may continue shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to serve the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. For purposes of this Agreement, “Restricted Period” shall mean the period commencing on any board the first day of directors on the Initial Term and ending one year following the date upon which the Executive was serving as shall cease to be an employee of the date of the Executive’s termination of employmentCompany and its affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company is the provision of a broad range of services designed to promote the cost-effective delivery of pharmacy benefits, including pharmacy benefit management services, claims processing and/or the purchasing of pharmaceutical products on behalf of pharmacy networks and long term care facilities (which expressly includes for purposes of this Section 6 (including assisted living facilities and any related enforcement provisions hereof), its successors and assignsnursing homes) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany's then-overall business, herein being collectively referred to as the “"Business”"); (ii) the Company is one dependent on the efforts of the a certain limited number of persons who have developed such a businessdeveloped, or will be responsible for developing the Company's Business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By At any time during his employment with the Company and in consideration ending one year following (i) termination of the salary and benefits to be provided Executive's employment with the Company (irrespective of the reason for such termination) or (ii) payment of any Annual Salary in accordance with Section 4 or 5 hereof (unless such termination is by the Company hereunderwithout Cause), including whichever occurs last, the severance arrangements set forth hereinExecutive shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity other than the Company), anywhere in the United States in (i) the Business and (ii) any component of the Business; provided, however, that the Executive's ownership as a passive investor of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation shall not be deemed to constitute competition. (b) During and after the period during which the Executive is employed, the Executive shall keep secret and retain in strictest confidence, and further shall not use for his benefit or the benefit of others, except in consideration connection with the business and affairs of the Executive’s exposure Company and its affiliates, all confidential matters relating to the proprietary Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"), including, without limitation, information with respect to (i) the strategic plans, budgets, forecasts, intended expansions of product, service, or geographic markets of the Company and its affiliates, (ii) sales figures, contracts, agreements, and undertakings with or with respect to customers, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources of supply and customer lists, and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, this Section 6.1(b) shall not apply to the extent that the Executive is acting to the extent necessary to comply with legal process; provided that in the event that the Executive is subpoenaed to testify or to produce any information or documents before any court, administrative agency or other tribunal relating to any aspect pertaining to the Company, he shall immediately notify the Executive covenants and agrees that, during Company thereof. (c) During the period commencing on the date hereof and ending 12 months two years following the date upon which the Executive shall cease to be an employee of the Company and or its affiliates (affiliates, the “Restricted Period”)Executive shall not, he shall not in without the Restricted Territory (as defined below)Company's prior written consent, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant solicit or in any encourage to leave the employment or other relationship or capacity, (i) engage in the Business (other than for service of the Company or any of its affiliates, any employee or independent contractor thereof or hire (on behalf of the Executive or any other person or entity) any employee or otherwise compete independent contractor who has left the employment or other service of the Company or any of its affiliates within one year of the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates. During such period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates in shall be the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders Company's property and shall be delivered to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of Company at any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed time on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employmentrequest.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (vii) the covenants and agreements of the Executive contained in this Section 6 7 are essential to the business and goodwill of the Company; , and (viiii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. Accordingly, the Executive covenants and agrees that: (a) By During and in consideration of after the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration period of the Executive’s exposure to employment with the proprietary information of the CompanyCompany and its affiliates, the Executive covenants shall keep secret and agrees thatretain in strictest confidence, during except in connection with the period commencing on the date hereof business and ending 12 months following the date upon which the Executive shall cease to be an employee affairs of the Company and its affiliates and as otherwise required by law, all confidential matters relating to the business and affairs of the Company its affiliates learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except as required by law or with the Company’s express written consent and except for Confidential Company Information which is, at the time of receipt, or thereafter becomes, publicly known through no wrongful act of the Executive. (b) The Executive agrees that during the Term and for a period of twelve (12) months following the termination of the Executive’s employment with the Company either by the Company with or without Cause or by the Executive with or without Good Reason (the “Restricted Period”), he the Executive shall not in not, without the Restricted Territory (as defined below)express written consent of the Company, directly or indirectly, whether anywhere in the United States, own an interest in, join, operate, control or participate in, be connected as an owner, officer, executive, employee, partner, member, manager, shareholder, principalor principal of or with, agent, employee, consultant or otherwise aid or assist in any manner whatsoever, any corporation or other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete entity that competes with the Company or its affiliates subsidiaries in the Business capital markets, financial advisory and/or institutional sales and trading business. Notwithstanding the foregoing, the Executive may (i) own up to one percent (1%) of the outstanding stock of a publicly held corporation which is or is affiliated with an entity or person that is in competition with the Company or its subsidiaries or (ii) render to be an officer, executive, employee, partner, member, manager, shareholder, or principal of or with a person, corporation, partnership private equity fund or other entity engaged in a third-party asset management firm. The restrictions of this Section 7.1(c) shall not apply if the Business Executive’s employment with the same services that Company is terminated for any reason by the Company or the Executive renders to effective during the Company; provided, however, that, notwithstanding 12 month period immediately following a Change in Control. (c) During the foregoingTerm and the Restricted Period, (Ai) the Executive may invest in securities of any entityshall not, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does notCompany’s prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the twelve month period which follows the termination of such employee’s employment with the Company and its affiliates, and (ii) the Executive was serving as will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was, within the preceding year, a customer or client of the date Company or any of its affiliates, nor shall Executive aid or assist in any manner whatsoever any person, firm, corporation or other business in doing any of the Executive’s termination of employmentthings described in clauses (i) or (ii) above.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his or her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope but in the future, may be expanded outside the United States; (iv) the Executive’s work for RMF Dividend Capital Advisors LLC (or an affiliate thereof) and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, (y) the Executive is not a controlling person of, Inc. Automated Quotation System or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.in the

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment; and (C) the Executive may be employed by or provide services for a company (a “Conglomerate”) with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive with the Company (the “Competitive Division”), (x) the Executive is employed by or provides services to a line of business of Conglomerate that is not competitive with the Company; and (y) the Executive does not perform services for the Competitive Division; and (z) the Executive (A) provides the Company with advance notice of such employment or service and (B) informs the Conglomerate in writing of its obligations under this Section 6.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 5 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe acquiring, originate, finance owning and manage a portfolio redeveloping of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets enclosed shopping malls (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 5 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 65. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 5(a) shall not apply upon and after (zi) a termination covered by Section 4.3 or (ii) a termination by the Executive after a Change in Control. In addition, the restrictions of this Section 5.1(a) shall not apply to any existing investments or other activities of the Executive which have been disclosed in writing to the Board prior to the date hereof. (b) During and for a one (1) year period after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Bii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. Notwithstanding the foregoing, the restrictions in this Section 5.1(c) shall not apply upon and after (i) a termination covered by Section 4.3 or (ii) a termination by the Executive was serving as of the date of the Executive’s termination of employmentafter a Change in Control.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvesting in, originatemanaging and leasing commercial office buildings (the “Activities”) located primarily in the Washington, finance D.C., Virginia, Maryland, Pennsylvania, New Jersey and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets Delaware markets (such businessesgeographic area, and any and all together with such other businesses geographic markets in which, at which the time Company may engage in the Activities during the employ of the Executive’s termination, is herein referred to as the Company is actively “Geographic Area” and regularly engaged or actively pursuing, such Activities as conducted in such Geographic Area are herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (viii) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (viiv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure access to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)Geographic Area, directly or indirectly, whether except with the prior approval of the Board, (i) engage in a business that is substantially similar to the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is substantially similar to the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in a business that is substantially similar to the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in a business that is substantially similar to the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. In addition, the restrictions of this Section 6(a) shall not apply to the existing investments or other activities of the Executive set forth on Schedule A hereto. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (zthe “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates, and (ii) the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe acquiring, originate, finance owning and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse selling residential mortgage-related assets securities and/or debt securities issued or guaranteed by the U.S. government, U.S. government sponsored or chartered enterprises or U.S. government agencies (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacityexcept with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in the Business elements of the same services that Business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Executive renders to Company or its affiliates) engaged in the Companyelements of the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after (i) a termination covered by Section 5.2 or (ii) a termination by the Executive after a Change in Control. In addition, the restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive which have been disclosed in writing to the Board prior to the date hereof. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (Bc) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive may continue shall not, without the Company’s prior written consent, directly or indirectly, knowingly (i) solicit or encourage to serve leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on any board behalf of directors on which the Executive was serving as or any other person or entity) any employee or independent contractor who has left the employment or other service of the date Company or any of its affiliates within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates, and (ii) the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company (except that in all events the Executive may retain a copy of his contacts list).

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his or her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe designing, originatedeveloping, finance and manage a portfolio marketing or selling of reverse mortgage loansspinal surgery implants, reverse mortgage-backed securities and other reverse mortgage-related assets instruments or products (such businessesbusiness, and any and all other businesses in whichthat after the Effective Date, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a businessbusiness in the Company’s market; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (viv) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (viv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof Effective Date and ending 12 months two years following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)not, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (whether as an owner, employee, agent, partner, independent contractor or otherwise), (ii) provide any services, whether with or without compensation, to any individual or entity (other than for the Company and its affiliates) that is engaged in any element of the Business, or (iii) invest in or become interested in, as a lender, partner, member, shareholder, principal or otherwise, any entity (other than the Company or its affiliates) that is engaged in any element of the Business, in the case of any of (i), (ii) or otherwise compete with (iii), in any geographic area in which the Company or any its affiliates in currently conducts the Business, or conducting the Business or (ii) render to a personas of the date of such cessation of employment, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . (b) During and (B) after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all Confidential Company Information and shall not disclose such Confidential Company Information to anyone outside of the Company except (i) with the Company’s express prior written consent, (ii) to the extent such Confidential Company Information which becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement or (iii) to the extent required by court order or applicable law, provided that the Executive shall promptly provide written notice to the Company prior to disclosing any Confidential Company Information so that the Company may continue seek a protective order or other appropriate remedy (and the Executive agrees to serve on cooperate with the Company in connection with seeking such order or other remedy). “Confidential Company Information” means any board and all information of directors on the Company and its affiliates that is not available to the public, including, without limitation, the information, observations and data obtained by the Executive during the Term concerning the Business and affairs of the Company and its affiliates, information concerning acquisition opportunities in or reasonably related to the Company’s or its affiliates’ business or industry of which the Executive was serving becomes aware during the Term, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them, as well as development, transition and transformation plans, methodologies and methods of the date doing business, strategic, marketing and expansion plans, including without limitation plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of the Executive’s termination sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of employmentproviding service, support and equipment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within both the United States and Mexico; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.business

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 5 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance aircraft and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets aviation equipment leasing (such businessesbusiness, and any and all other businesses in whichthat after the Effective Date, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons and entities who have developed such a businessbusiness (the business of such a person or entity in competition with the Company, a “Competing Business”); (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 5 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Severance Agreement but for the covenants and agreements set forth in this Section 65. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing the Executive is employed by the Company, he shall not in the United States, directly or indirectly, (i) engage in any element of a Competing Business or otherwise compete with the Company or its affiliates, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of a Competing Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without otherwise participating in the business thereof, if (A) such securities are traded on any national securities exchange or the date hereof National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity. (b) During the Executive’s employment with the Company and thereafter, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates, including, without limitation, information with respect to (i) rates and expiration dates under aircraft- and aviation equipment-related leases to which the Company is a party; (ii) the number and identities of airlines leasing aircraft or aviation equipment from the Company, or otherwise making use of other services provided by the Company; (iii) the number, type, remaining useful life, and value of aircraft owned by the Company and/or its direct or indirect subsidiaries; (iv) profit or loss figures; and (v) customers, clients, suppliers, sources of supply and lists of customers and potential customers (collectively, the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent or in the exercise of the Executive’s good faith judgement and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Severance Agreement and except to the extent necessary to comply with law or the valid order of a court or governmental agency of competent jurisdiction, in which event the Executive shall notify the Company as promptly as practicable (and prior to making such disclosure, if possible) so that the Company can seek a protective order. The Executive acknowledges that he has been informed that he has rights under 18 U.S.C. Section 1833(b) which states in part: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that – (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended by the Company to conflict with or create liability for actions taken that are permitted under 18 U.S.C. Section 1833(b). (c) During the period the Executive is employed by the Company and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he the Executive shall not in not, without the Restricted Territory (as defined below)Company’s prior written consent, directly or indirectly, solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof. The immediately preceding sentence does not apply in respect of general solicitations of employment, such as published advertisements not specifically directed toward employees of the Company. During the Restricted Period, the Executive will not whether as an owner, partner, shareholder, principal, agent, employee, consultant for his own account or in for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ contracts and/or relationship with any person who during the period the Executive was employed by the Company is or capacitywas a customer or client of the Company or any of its affiliates, unless permitted by applicable law. (id) engage in All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Business (other than for Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) or otherwise compete with shall at all times be the property of the Company or (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its affiliates in the Business or request, and (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of upon the Executive’s termination of employment, shall be immediately returned to the Company. Notwithstanding the foregoing, the Executive may retain copies of contact information contained in his address books. The Company agrees that, if requested by Executive upon his termination of employment, the Company will cause the phone number attached to or related to the Executive’s cell phone to be transferred to the Executive.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his or her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twelve months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue shall be permitted to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns, all of which are expressly acknowledged and agreed as third-party beneficiaries of, without limitation, this Section 6 (and such related provisions)) is to acquireproviding loan products and solutions through retail, originate, finance wholesale and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets conduit channels (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; (vi) as an executive officer and principal shareholder of the Company, the Executive will enjoy significant economic benefits as a result of the acquisition of the Company by the Parent; and (vivii) the Company would not have entered into this Agreement and the Parent would not have entered into the Acquisition Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration for payment under the Acquisition Agreement as described in the recitals hereof, and further as an inducement for the Company to enter into the Acquisition Agreement, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on as of the date hereof Effective Time and ending 12 months two years following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (for the avoidance of doubt, including, but not limited to, the expiration of the Term where there has not been a renewal) (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacityexcept with the prior approval of the Parent CEO, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in the elements of the Business the same services that the Executive renders to the Companyas a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entitya mortgage REIT or mortgage banking business; and (B) provided, however, that the Executive may continue to serve on maintain his interest in SouthStar Partners, LLC or any other entity organized for the purpose of holding interests in or conducting the business currently conducted by SouthStar Funding LLC (the foregoing, collectively, “SouthStar Partners”) so long as the Executive is not a SouthStar Partners or SouthStar Funding LLC officer, director or manager and has no right to appoint SouthStar Partners or SouthStar Funding LLC officers, directors or managers (except that the Executive shall expressly have the right to appoint (a) two managers to the board of directors on which managers of SouthStar Funding LLC so long as such managers are not members of the Executive’s family or employees of the Company (other than Mxxxxx Xxxxxx) and (b) appoint one manager to the board of managers of SouthStar Partners so long as such manager is not a member of the Executive’s family or an employee of the Company (other than Mxxxxx Xxxxxx)) or to direct SouthStar Partners or SouthStar Funding LLC policies or management (with the exception of casting votes consistent with his percentage of permitted ownership interest). The Executive further covenants and agrees not to trigger any buy-sell rights granted to the Executive was serving as pursuant to the provisions of the date limited liability company agreement of SouthStar Partners. (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. During the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. While the Executive’s non-compete obligations under Section 6.1(a) are in effect, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. Notwithstanding the foregoing, the Executive shall not be subject to the restrictions of this Section 6(c) with respect to members of the Executive’s family. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company (except that in all events the Executive may retain a copy of his contacts list).

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets acquire self‑storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) subject to the approval of the Board, the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof)6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is to acquirethe operation of a commodities exchange for the trading of futures and options contracts, originate, finance risk management or other derivative instruments on commodities in the energy and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets metals sectors (such businessesbusiness, and together with the trading of any and all other businesses futures or options contracts that may in whichthe future, at during the time pendency of executive's employment, be listed by the Company or any entity that is then an affiliate of the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who entities that have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and certain confidential, proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates applicable Restricted Period (the “Restricted Period”as hereinafter defined), he shall not in the Restricted Territory (as defined below)continental United States, directly or indirectly, whether (i) engage in any material element of the Business, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any material element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity. As used in this Agreement, the "Restricted Period" means the period beginning on the date of this Agreement and ending (x) if the Employee's employment is terminated by the Company for Cause, six months after the date of termination; and (y) if the employment is terminated voluntarily by him, by Employee for Good Reason or if the employment is terminated by the Company without Cause, one year after the date of termination. (b) From the date hereof and for a period of two years after the termination of the Executive's employment with the Company, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Nothing herein, however, shall limit Executive from providing truthful information in response to a government investigation, pursuant to a valid subpoena or otherwise required by law. (c) From the date hereof and for a period of one year after the termination of the Executive's employment with the Company, the Executive shall not, without the Company's prior written consent, directly or indirectly, (i) engage solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee's or independent contractor's employment or other service with the Company and its affiliates. From the date hereof and for a period of one year after the termination of the Executive's employment with the Company, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates' relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. During the Restricted Period, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other than for tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) or otherwise compete with shall at all times be the property of the Company or (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its affiliates in the Business or request, and (ii) render to a personupon the Executive's termination of employment, corporation, partnership or other entity engaged in the Business the same services that the Executive renders shall be immediately returned to the Company; provided. (e) All Discoveries and Works made or conceived by Executive during his employment by Company, howeversolely, thatjointly or with others, notwithstanding that relate to the foregoingCompany's Business (as defined in Section 6.1) shall be owned by Company. The term "Discoveries and Works" includes by way of example but without limitation, trade secrets and Confidential Company Information, trade and service xxxx registrations and applications, patents and patent applications, trade names, copyrights and copyright registrations and applications. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by Company, as the case may be, to evidence or better assure title to Discoveries and Works in Company, as so requested, (Ab) the Executive may invest renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by Company, (c) assist Company in securities obtaining or maintaining for itself at its own expense United States and foreign patents, trade xxxx and service xxxx registrations, copyrights, trade secret protection or other protection of any entityand all Discoveries and Works, solely including, but not limited to, executing all papers deemed necessary by Company for investment purposes filing such applications, prosecuting them and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entityassigning to Employer all his rights to said Discoveries and Works, and (zd) promptly execute, whether during his employment with Company or thereafter, all applications or other endorsements necessary or appropriate to protect the Executive does nottitle of Company thereto, directly or indirectly, own 5% or more of any class of securities including but not limited to assignments of such entity; rights. Any Discoveries and Works which, within six (B6) months after the Executive may continue to serve on any board of directors on which the Executive was serving as of the date expiration or termination of the Executive’s 's employment with Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by Company at the time of such termination shall, as between the Executive and Company, be presumed to have been made during the Executive's employment by Company. The Executive acknowledges that all Discoveries and Works shall be deemed "works made for hire" under the Copyright Act of employment.1976, as amended 17 U.S.C.

Covenant Against Competition; Other Covenants. The Executive acknowledges that that: (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (shall include the Company and any related enforcement provisions hereof), each of its successors subsidiaries and assignsaffiliates) is the provision of a broad range of services designed to acquirepromote the cost-effective delivery of pharmacy benefits, originateincluding pharmacy benefit management services, finance claims processing and/or the purchasing of pharmaceutical products on behalf of pharmacy networks and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities long term care facilities (including assisted living facilities and other reverse mortgage-related assets nursing homes) (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred refereed to as the “Business”); (ii) the Company is one dependent on the efforts of the a certain limited number of persons who have developed such a business; developed, or will be responsible for developing the Company’s Business, (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By So long as the Company has not breached this Agreement, at any time during his employment with the Company and in consideration ending one (1) year following: (i) termination of Executive’s employment with the Company (irrespective of the salary and benefits to be provided reason for such termination); or (ii) payment of any Annual Salary in accordance with Section 4 or 5 hereof (unless such termination is by the Company hereunderwithout Cause), including whichever occurs last, Executive shall not engage, directly or indirectly (which includes, without limitation owning, managing operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity other than the severance arrangements set forth hereinCompany), anywhere in the United States in: (A) the Business or (B) any material component of the Business; provided, however, that Executive’s ownership as a passive investor of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation shall not be deemed to constitute competition. (b) During and after the period during which Executive is employed, Executive shall keep secret and retain in strictest confidence, and further shall not use for his benefit or the benefit of others, except in consideration of connection with the Executive’s exposure to the proprietary information business and affairs of the Company, all confidential matters relating to the Company and/or the Company’s Business, learned by Executive heretofore or hereafter directly or indirectly from the Company (the “Confidential Company Information”), including, without limitation, information with respect to: (i) the strategic plans, budgets, forecasts, intended expansion of product, service or geographic markets of the company and it’s affiliates; (ii) sales figures, contracts agreements, and undertakings with or with respect to the Company’s customers or prospective customers; (iii) profit or loss figures; and (iv) then existing or then prospective customers, clients, suppliers and sources of supply and customer lists, and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, this Section 6.1(b) shall not apply to the extent that Executive is acting to the extent necessary to comply with legal process; provided that in the event that the Executive covenants and agrees thatis subpoenaed to testify or to produce any information or documents before any court, during administrative agency or other tribunal relating to any aspect pertaining to the Company, he shall immediately notify the Company thereof. (c) During the period commencing on the date hereof and ending 12 months two (2) years following the date later to occur of dates upon which the Executive shall cease to be an (i) employee or (ii) an “affiliate,” as defined in Rule 144 promulgated under the Securities Act of 1993, and the Company rules and its affiliates regulations promulgated thereunder (as amended, the “Restricted Period1993 Act”), he of the Company, Executive shall not in not, without the Restricted Territory (as defined below)Company’s prior written consent, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant solicit or in encourage to leave the employment or other service of the Company any employee or independent contractor thereof or hire (on behalf of Executive or any other person, firm, corporation or entity) any employee or independent contractor who has voluntarily left the employment or other service of the Company within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company. During such a one (1) year period, Executive will not, whether for his own account or for the account of any other person, firm, corporation or other entity, intentionally interfere with the Company’s relationship with, or capacityendeavor to entice away from the Company any person who during the Term is or was a customer or client of the Company. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (iand all copies thereof) engage in made, produced or compiled by Executive or made available to Executive concerning the Business (other than for of the Company, including all Confidential Company Information, shall be the Company’s property and shall be delivered to the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of at any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed time on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employmentrequest.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; , (vii) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; , and (viiii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By During and in consideration of after the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration period of the Executive’s exposure to employment with the proprietary information of the CompanyCompany and its affiliates, the Executive covenants shall keep secret and agrees thatretain in strictest confidence, during except in connection with the period commencing on the date hereof business and ending 12 months following the date upon which the Executive shall cease to be an employee affairs of the Company and its affiliates and as otherwise required by law, all confidential matters relating to the business and affairs of the Company or any of its affiliates learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”) and shall not disclose such Confidential Company Information to anyone outside of the Company except as required by law or with the Company’s express written consent and except for Confidential Company Information which is, at the time of receipt, or thereafter becomes, publicly known through no wrongful act of the Executive. (i) The Executive agrees that during the Term and for a period of twelve (12) months following the termination of the Executive’s employment with the Company either by the Company with or without Cause or by the Executive with or without Good Reason (the “Restricted Period”), he the Executive shall not in not, without the Restricted Territory (as defined below)express written consent of the Company, directly or indirectly, whether anywhere in the United States, own an interest in, join, operate, control or participate in, be connected as an owner, officer, executive, employee, partner, member, manager, shareholder, principalor principal of or with, agent, employee, consultant or otherwise aid or assist in any manner whatsoever, any corporation or other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete entity that competes with the Company or its affiliates subsidiaries in the Business capital markets, financial advisory and/or institutional sales and trading business. If the Executive’s employment with the Company is terminated for any reason by the Company or the Executive effective during the two (2) year period immediately following a Change in Control, the restrictions of this Section 6.1(b)(i) shall be limited to (A) those middle market-focused investment banking or brokerage entities that are in direct competition with the Company’s capital markets and/or institutional sales and trading business, and (B) engaging in any activity in any capacity for any corporation or other entity, whether or not competitive with the Company, relating to or involving institutional equity private placement transactions (including transactions under Rule 144A). (ii) Notwithstanding the foregoing, the Executive may (i) own up to one percent (1%) of the outstanding stock of a publicly held corporation which is or is affiliated with an entity or person that is in competition with the Company or its subsidiaries or (ii) render to be an officer, executive, employee, partner, member, manager, shareholder, or principal of or with a person, corporation, partnership private equity fund or other entity engaged in a third-party asset management firm. (b) During the Business Term and the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoingRestricted Period, (Ai) the Executive may invest in securities of any entityshall not, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does notCompany’s prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the twelve (12)-month period which follows the termination of such employee’s employment with the Company and its affiliates, and (ii) the Executive was serving as will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was, within the preceding year, a customer or client of the date Company or any of its affiliates, nor shall Executive aid or assist in any manner whatsoever any person, firm, corporation or other business in doing any of the Executive’s termination of employmentthings described in clauses (i) or (ii) above.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes is the acquisition, ownership and management of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a diversified portfolio of reverse mortgage loanshigh-quality, reverse mortgagesingle-backed securities and other reverse mortgage-related assets tenant, freestanding properties leased to retail businesses (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material and substantial with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one knows of the a limited number of persons who have developed such a businessthe Company’s Business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF the Company and its subsidiaries (and the Company predecessors of either) has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; (vvi) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vivii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. AccordinglyIn light of the foregoing, during the Executive covenants Term and agrees that:for a period of one (1) year thereafter (and, as to Sections 6.1(b) and (d), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either)): (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the The Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)not, directly or indirectly, whether own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an owneremployee, employer, consultant, agent, principal, partner, shareholderstockholder, principalcorporate officer, agent, employee, consultant director or in any other relationship individual or representative capacity, (i) engage or participate in any business that is in competition in any manner whatsoever with the Business (other than for of the Company or its affiliates) or otherwise compete with in any state in which the Company conducts its Business. In the case of a termination by the Company without Cause or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that by the Executive renders to for Good Reason, the Companypreceding covenant shall expire on the date of termination; provided, however, that, that notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xi) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yii) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (ziii) the Executive does not, directly or indirectly, own 5% one percent (1%) or more of any class of securities of such entity; . (b) The Executive shall keep secret and (B) retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive may continue heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation, information with respect to serve on the Business and any board aspect thereof, profit or loss figures, and the Company’s or its affiliates’, (or any of directors on which the Executive was serving as their predecessors) properties, and shall not disclose such Confidential Company Information to anyone outside of the date Company except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive, (ii) is clearly obtainable in the public domain, (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company, (iv) was not acquired by the Executive from the Company or its representatives or from a third party who has an agreement with the Company not to disclose such information, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of employmentsuch employee’s or independent contractor’s employment or other service with the Company and its affiliates, or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. (e) Notwithstanding anything set forth in this Section to the contrary, if at any time after a “change of control”, as defined above, (i) the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, or (ii) the Company, for any reason, does not renew this agreement at the expiration of its Term, then the covenants set forth in this Section 6.1 shall expire and terminate immediately upon the expiration or earlier termination of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance aircraft and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets aviation equipment leasing (such businessesbusiness, and any and all other businesses in whichthat after the Effective Date, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons and entities who have developed such a businessbusiness (the business of such a person or entity in competition with the Company, a “Competing Business”); (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof Effective Date and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether (i) engage in any element of a Competing Business or otherwise compete with the Company or its affiliates, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of a Competing Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without otherwise participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own five percent (5% %) or more of any class of securities of such entity. (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates, including, without limitation, information with respect to (i) rates and expiration dates under aircraft- and aviation equipment-related leases to which the Company is a party; (ii) the number and identities of airlines leasing aircraft or aviation equipment from the Company, or otherwise making use of other services provided by the Company; (iii) the number, type, remaining useful life, and value of aircraft owned by the Company and/or its direct or indirect subsidiaries; (iv) profit or loss figures; and (Bv) customers, clients, suppliers, sources of supply and lists of customers and potential customers (collectively, the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive may continue or is received from a third party not under an obligation to serve on any board keep such information confidential and without breach of directors on which this Agreement. (c) During the Restricted Period, the Executive was serving as shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the date Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one (1)-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. The immediately preceding sentence does not apply in respect of general solicitations of employment, such as published advertisements not specifically directed toward employees of the Company. During the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates for any reason (including the expiration of the Term of this Agreement under Section 1) (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity; . (b) During and after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (B) the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, the Executive may continue disclose Confidential Company Information to serve on any board his attorneys (for the purpose of directors on which seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom the Executive was serving as agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that the Executive possessed prior to his business relationship with the Company, to the Executive’s personal effects and documents, and to materials prepared by the Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, neither the Company nor the Executive shall publish any statement or make any statement under circumstances reasonably likely to become public that (i) with respect to statements by the Executive, is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates or (ii) with respect to statements by the Company, is critical of the Executive or in any way otherwise maligning the reputation of the Executive, in either of the foregoing instances unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof)6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is to acquirethe operation of a commodities exchange for the trading of futures and options contracts, originate, finance risk management or other derivative instruments on commodities in the energy and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets metals sectors (such businessesbusiness, and together with the trading of any and all other businesses futures or options contracts that may in whichthe future, at during the time pendency of executive's employment, be listed by the Company or any entity that is then an affiliate of the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who entities that have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and certain confidential, proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates applicable Restricted Period (the “Restricted Period”as hereinafter defined), he shall not in the Restricted Territory (as defined below)continental United States, directly or indirectly, whether (i) engage in any material element of the Business, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any material element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity. Notwithstanding the foregoing, this provision shall not preclude Executive during the applicable Restricted Period from being employed as a trader (i) engage in except to the Business (other than for extent that the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity on whose behalf Executive traded would be engaged in the Business Business). As used in this Agreement, the same services that "Restricted Period" means the Executive renders to period beginning on the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities date of any entity, solely for investment purposes this Agreement and without participating in the business thereof, if ending (x) such securities are listed on any national securities exchangeif the Executive's employment is terminated by the Company for Cause, six months after the date of termination; and (y) if the Executive's employment is terminated voluntarily by him, by Executive for Good Reason or if the Executive's employment is not a controlling person ofterminated by the Company without Cause, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of one year after the date of the Executive’s termination of employmenttermination.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates subsidiaries in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.; and (C) the Executive may be employed by or provide services for a company (a “Conglomerate”) with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates for any reason (including the expiration of the Term of this Agreement under Section 1) (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity; . (b) During and after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (B) the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, the Executive may continue disclose Confidential Company Information to serve on any board his attorneys (for the purpose of directors on which seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom the Executive was serving as agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that the Executive possessed prior to his business relationship with the Company, to the Executive’s personal effects and documents, and to materials prepared by the Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates, unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes is the acquisition, ownership and management of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a diversified portfolio of reverse mortgage loanshigh-quality, reverse mortgagesingle-backed securities and other reverse mortgage-related assets tenant, freestanding properties leased to retail businesses (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material and substantial with respect to the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany's then-overall business, herein being collectively referred to as the “"Business”"); (ii) the Company is one knows of the a limited number of persons who have developed such a businessthe Company's Business; (iii) the Company’s 's Business is is, in part, national in scope; (iviii) the Executive’s 's work for RMF the Company and its subsidiaries (and the Company predecessors of either) has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. AccordinglyIn light of the foregoing, during the Executive covenants Term and agrees that:for a period of one year thereafter (and, as to Section 6.1(b) and (d), at any time during and after the Executive's employment with the Company and its subsidiaries (and the predecessors of either)): (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the The Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)not, directly or indirectly, whether own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an owneremployee, employer, consultant, agent, principal, partner, shareholderstockholder, principalcorporate officer, agent, employee, consultant director or in any other relationship individual or representative capacity, (i) engage or participate in any business that is in competition in any manner whatsoever with the Business (other than for of the Company or its affiliates) or otherwise compete with in any state in which the Company conducts its Business. In the case of a termination by the Company without Cause or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that by the Executive renders to for Good Reason, the Companypreceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xi) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yii) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (ziii) the Executive does not, directly or indirectly, own 5% one percent or more of any class of securities of such entity; . (b) The Executive shall keep secret and (B) retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive may continue heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the "Confidential Company Information"), including, without limitation, information with respect to serve on the Business and any board aspect thereof, profit or loss figures, and the Company's or its affiliates, (or any of directors on which the Executive was serving as their predecessors) properties, and shall not disclose such Confidential Company information to anyone outside of the date Company except with the Company's express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive’s , (ii) is clearly obtainable in the public domain, (iii) was not acquired by the Executive in connection with the Executive's employment or affiliation with the Company, (iv) was not acquired by the Executive from the Company or its representatives or from a third-party who has an agreement with the Company not to disclose such information, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company's prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one year of the termination of employmentsuch employee's or independent contractor's employment or other service with the Company and its affiliates, or (ii) whether for the Executive's own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive's employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company's property and shall be delivered to the Company at any time on request.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates for any reason (including the expiration of the Term of this Agreement under Section 1) (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity; . (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (B) the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, the Executive may continue disclose Confidential Company Information to serve on any board his attorneys (for the purpose of directors on which seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom the Executive was serving as agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that the Executive possessed prior to his business relationship with the Company, to the Executive’s personal effects and documents, and to materials prepared by the Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, neither the Company nor the Executive shall publish any statement or make any statement under circumstances reasonably likely to become public that (i) with respect to statements by the Executive, is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates or (ii) with respect to statements by the Company, is critical of the Executive or in any way otherwise maligning the reputation of the Executive, in either of the foregoing instances unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership, originateoperation, finance design, development, redevelopment, acquisition and manage a portfolio management of reverse mortgage loans, reverse mortgage-backed securities strategically located medical office buildings and other reverse mortgage-healthcare related assets facilities in the United States. (such businesses, business and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF Xxxxxxx Xxxxxxx Advisors, Inc. and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement Agreement, including but not limited to providing Executive with an extended term of employment as set forth in this Agreement, but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By by and in consideration of the salary and benefits payments to the Executive to be provided by the Company hereunder, including hereunder and in consideration for the severance arrangements Company’s promise to employ the Executive for a definite extended term as set forth hereinin this Agreement, and further in consideration of the Executive’s exposure to the confidential, sensitive and proprietary information of the Company, the Executive covenants and agrees as follows. (a) The Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months two years following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for Business, in competition with the Company or its affiliates) affiliates for any entity or otherwise compete person that competes with the Company or its affiliates in the Business or Restricted Territory, (ii) render any services to a any person, corporation, partnership or other entity engaged in competition with the Business Company or its affiliates in the Restricted Territory if such services are the same or substantially similar to the services that performed by the Executive renders to on behalf of the Company, or (iii) provide financial assistance to or otherwise obtain an ownership interest in a competitor of the Company or its affiliates; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that that: (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (shall include the Company and any related enforcement provisions hereof), each of its successors subsidiaries and assignsaffiliates) is to acquirethat defined in the Company’s Annual Reports on Form 10K (the 10-K) for the year ended December 31, originate, finance 2007 and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities filed with the U.S. Securities and other reverse mortgage-related assets Exchange Commission each year (such businessesbusiness, as described in the 10-K and as modified each year in its subsequently filed 10-K and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred refereed to as the “Business”); (ii) the Company is one dependent on the efforts of the a certain limited number of persons who have developed such a business; developed, or will be responsible for developing the Company’s Business, (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By So long as the Company has not breached this Agreement, at any time during his employment with the Company and in consideration ending one (1) year following: (i) termination of Executive’s employment with the Company (irrespective of the salary and benefits to be provided reason for such termination); or (ii) payment of any Annual Salary in accordance with Section 4 or 5 hereof (unless such termination is by the Company hereunderwithout Cause and expressly excluding herefrom Section 5.4), including whichever occurs last, Executive shall not engage, directly or indirectly (which includes, without limitation owning, managing operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity other than the severance arrangements set forth hereinCompany), anywhere in the United States in: (A) the Business or (B) any material component of the Business; provided, however, that Executive’s ownership as a passive investor of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation shall not be deemed to constitute competition. (b) During and after the period during which Executive is employed, Executive shall keep secret and retain in strictest confidence, and further shall not use for his benefit or the benefit of others, except in consideration of connection with the Executive’s exposure to the proprietary information business and affairs of the Company, all non-public confidential matters relating to the Company and/or the Company’s Business, learned by Executive heretofore or hereafter directly or indirectly from the Company (the “Confidential Company Information”), including, without limitation, information with respect to: (i) the strategic plans, budgets, forecasts, intended expansion of product, service or geographic markets of the company and it’s affiliates; (ii) sales figures, contracts agreements, and undertakings with or with respect to the Company’s customers or prospective customers; (iii) profit or loss figures; and (iv) then existing or then prospective customers, clients, suppliers and sources of supply and customer lists, and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement by the Company. Notwithstanding the foregoing, this Section 6.1(b) shall not apply to the extent that Executive is acting to the extent necessary to comply with legal process; provided that in the event that the Executive covenants and agrees thatis subpoenaed to testify or to produce any information or documents before any court, during administrative agency or other tribunal relating to any aspect pertaining to the Company, he shall immediately notify the Company thereof. (c) During the period commencing on the date hereof and ending 12 months two (2) years following the date later to occur of dates upon which the Executive shall cease to be an (i) employee or (ii) an “affiliate,” as defined in Rule 144 promulgated under the Securities Act of 1933, and the Company rules and its affiliates regulations promulgated thereunder (as amended, the “Restricted Period1933 Act”), he of the Company, Executive shall not in not, without the Restricted Territory (as defined below)Company’s prior written consent, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant solicit or in encourage to leave the employment or other service of the Company any employee or independent contractor thereof or hire (on behalf of Executive or any other person, firm, corporation or entity) any employee or independent contractor who has voluntarily left the employment or other service of the Company within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company. During such a one (1) year period, Executive will not, whether for his own account or for the account of any other person, firm, corporation or other entity, intentionally interfere with the Company’s relationship with, or capacityendeavor to entice away from the Company any person who during the Term is or was a customer or client of the Company. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (iand all copies thereof) engage in made, produced or compiled by Executive or made available to Executive concerning the Business (other than for of the Company, including all Confidential Company Information, shall be the Company’s property and shall be delivered to the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of at any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed time on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employmentrequest.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred securities or providing financing through the issuance of similar debt securities or equity securities issued by RElTs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company in the business of CDOs primarily backed by REIT trust preferred securities (the “REIT CDO Business”) has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United Slates, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the REIT CDO Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the REIT CDO Business to any person, corporation, partnership or other entity engaged in the REIT CDO Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the REIT CDO Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the REIT CDO Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person, corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by RElTs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six (6) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity; . (b) During and after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (B) the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, the Executive may continue disclose Confidential Company Information to serve his attorneys (for the purpose of seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom the Executive agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the period commencing on any board of directors on the date hereof and ending one (1) year following the date upon which the Executive was serving as shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. During the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that the Executive possessed prior to his business relationship with the Company, to the Executive’s personal effects and documents, and to materials prepared by the Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, neither the Company nor the Executive shall publish any statement or make any statement under circumstances reasonably likely to become public that (i) with respect to statements by the Executive, is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates or (ii) with respect to statements by the Company, is critical of the Executive or in any way otherwise maligning the reputation of the Executive, in either of the foregoing instances unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twelve (12) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity. (b) During and after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, Executive may disclose Confidential Company Information (i) to his attorneys (for the purpose of seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom Executive ensures will not divulge such information to any other party, and (ii) in response to a subpoena; and court, regulatory, or arbitral order; or other valid legal process, provided the Executive (A) promptly notifies the Company, (B) uses commercially reasonable efforts to consult with the Executive may continue Company with respect to serve and in advance of the disclosure thereof and (C) reasonably cooperates with the Company to narrow the scope of the disclosure required to be made; . (c) During the period commencing on any board of directors on the date hereof and ending two (2) years following the date upon which the Executive was serving as shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. During the period commencing on the date hereof and ending two (2) years following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates, unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership and leasing of commercial office properties in the greater metropolitan Washington, originateD.C. marketplace and its surrounding areas, ranging generally from Baltimore, Maryland through Richmond and Norfolk, Virginia, as well as the origination of, acquisition of and investment in structured real estate finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets investments (such businessesbusiness, and any and all such other principal businesses in which, at which the time Company may engage during the employ of the Executive’s termination, in the locations described, and such other locations in which the Company is actively and regularly engaged or actively pursuingmay conduct business during the employ of the Executive, as herein being collectively referred to as the “Business”; provided, however, that, for purposes of this Agreement, the definition of “Business” shall not include the activities described on Exhibit A hereto); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (viii) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (viiv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements and subject to Executive receiving all monies due to him as set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on of the date hereof and Executive’s employment with the Company and, in the event of a termination of the Executive’s employment hereunder by the Company for Cause or a termination of the Executive’s employment hereunder by the Executive without Good Reason, for a period ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)such termination becomes effective, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A1) the Executive may continue his investments in Bee Ridge Plaza LLC, which owns the Bee Ridge Plaza shopping center located in Sarasota, Florida, Timber Valley Preservation LLC, Landover Metro LLC, MGP Cap One LLC, Core Communications Inc., Sign Concepts Inc., Main Street Bank, and Hispanic Landscapers Fund and (2) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s after a termination of employment.covered by

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership, originateoperation, finance development, redevelopment, acquisition and manage a portfolio management of reverse mortgage loans, reverse mortgage-backed securities strategically located medical office buildings and other reverse mortgage-healthcare related assets facilities, and the design, construction, development, operation, acquisition, management or consulting for healthcare facilities (such businesses, business and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits payments to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in competition with the Business Company or its affiliates, or (iii) provide financial assistance to or otherwise obtain an ownership interest in a competitor of the same services that the Executive renders to the CompanyCompany or its affiliates; provided, however, that, that notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. From the date hereof through the end of the two-year period commencing with the Executive’s termination of employment with the Company, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the 12-month period prior to the Executive’s termination is or was a customer or client of the Company or any of its affiliates. During the Restriction Period, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (Bii) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF NSA and the Company has given and will continue to give him her access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he she shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six (6) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity; . (b) During and (B) after the Term, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, Executive may continue disclose Confidential Company Information to serve his attorneys (for the purpose of seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom Executive agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the period commencing on any board of directors on the date hereof and ending one (1) year following the date upon which the Executive was serving as shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. During the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, neither the Company nor the Executive shall publish any statement or make any statement under circumstances reasonably likely to become public that (i) with respect to statements by the Executive, is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates or (ii) with respect to statements by the Company, is critical of the Executive or in any way otherwise maligning the reputation of the Executive, in either of the foregoing instances unless otherwise required by applicable law or regulation or by judicial order.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. To the extent that Executive’s employment is terminated without Cause or Executive resigns for Good Reason, Executive shall not be bound by the terms of this Section 6.1(a) after termination of his employment. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, currently national in scope, but in the future, may be expanded outside the United States; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (Bprovided that the foregoing provisions of this Section 6.1(a) shall not prevent the Executive may continue from rendering services to serve on any board of directors on which the Executive was serving as person, corporation, partnership or other entity engaged in any element of the date of the Executive’s termination of employment.Business (a “Permitted Party”), or from otherwise becoming interested in a

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has 11 given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates subsidiaries in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment; and (C) the Executive may be employed by or provide services for a company (a “Conglomerate”) with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive with the Company (the “Competitive Division”), (x) the Executive is employed by or provides services to 12 a line of business of Conglomerate that is not competitive with the Company; and (y) the Executive does not perform services for the Competitive Division; and (z) the Executive (A) provides the Company with advance notice of such employment or service and (B) informs the Conglomerate in writing of its obligations under this Section 6.

Covenant Against Competition; Other Covenants. The Executive Employee acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof)7, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is to acquirethe operation of an exchange for the trading of futures and options contracts, originate, finance risk management or other derivative instruments on commodities in the energy and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets metals sectors (such businessesbusiness, and together with the trading of any and all other businesses futures or options contracts that may in which, at the time future during the pendency of Employee’s employment be listed by the Company or any entity that is then an affiliate of the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who entities that have developed such a businessBusiness; (iii) the Company’s Business is is, in part, national in scope; (iv) the ExecutiveEmployee’s work for RMF and the Company has given and will continue to give him her access to the confidential affairs and certain confidential, proprietary information of the Company; (v) the covenants and agreements of the Executive Employee contained in this Section 6 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. Accordingly, the Executive Employee covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive The Employee covenants and agrees that, that during the period commencing on term of her employment or if she leaves the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee employ of the Company and its affiliates during the applicable Restricted Period (the “Restricted Period”), he as hereinafter defined) she shall not in the Restricted Territory (as defined below)continental United States, directly or indirectly, whether (i) engage in any material element of the Business, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any material element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive Employee may invest in securities of any entity, solely for investment purposes and without participating directly in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive Employee is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive Employee does not, directly or indirectly, own 51% or more of any class of securities of such entity. As used in this Agreement, the “Restricted Period” means the period beginning on the date of this Agreement and ending (x) if the Employee’s employment is terminated by the Company for Cause, six months after the date of termination; and (By) if the Executive may continue to serve on any board of directors on which employment is terminated voluntarily by her, by Employee for Good Reason or if the Executive was serving as of employment is terminated by the Company without Cause, one year after the date of termination. Notwithstanding the Executiveforegoing, Employee may during the applicable Restricted Period (i) be employed or conduct business as a Floor Member on the Company’s trading floor, or (ii) render services to Gxxxxxx Xxxx, Employee’s brother and a current Floor Member of the Company, with respect to his business as a Floor Member provided such services are not similar to such duties performed by Employee during the Term of this Agreement. (b) The Employee shall keep secret and retain in strictest of confidence, and shall not use for her benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, including but not limited to strategies, records, documents, technical information concerning its products and pricing techniques, learned by the Employee heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Employee or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, with respect to all Confidential Company Information disclosed that constitutes a trade secret under applicable law, such confidentiality obligations will survive until the later of (i) such Confidential Company Information no longer constitutes a trade secret under applicable law or (ii) two years after the date of initial disclosure to Employee. (c) During the Restricted Period, the Employee shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Employee or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the six-month period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. During the Restricted Period, the Employee will not, whether for her own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. During the Restricted Period, the Employee shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the business or reputation of the Company or any of its affiliates, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Employee or made available to the Employee concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Employee’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred securities or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company in the business of CDOs primarily backed by REIT trust preferred securities (the “REIT CDO Business”) has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the REIT CDO Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the REIT CDO Business to any person, corporation, partnership or other entity engaged in the REIT CDO Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the REIT CDO Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the REIT CDO Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person, corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe development, originateacquisition, finance and manage a portfolio of reverse mortgage loansoperation, reverse mortgagemanagement or investment in self-backed securities and other reverse mortgage-related assets storage facilities (such businesses, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company (as successor in interest to the assets, properties and businesses of Extra Space Storage LLC) is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF Extra Space Storage LLC and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, (i) during such time as the Executive remains employed by the Company, he shall not engage in the Restricted Activities (as defined below) and (ii) during the period commencing on the date hereof of the termination of the Executive’s employment with the Company and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in within 7 miles of any facility maintained by the Restricted Territory (as defined below)Company, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (iA) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (iiB) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business Business, or (C) become interested in any such person, corporation, partnership or other entity (other than the same services that Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; (such activities set forth in Clauses (A) through (C) above collectively referred to as the Executive renders to the Company“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (Ax) the restrictions set forth in Section 6 shall not limit the Executive’s involvement or activities with respect to Extra Space of Palmdale, California, Extra Space Pico Riviera or any self-storage facilities owned by Extra Space Development LLC as of the date hereof and (y) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x1) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (y2) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (z3) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . (b) During and (B) after the Restricted Period, the Executive may continue shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to serve the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. For the purposes of this Agreement, “Restricted Period” shall mean the period commencing on any board the first day of directors on the Initial Term and ending one year following the date upon which the Executive was serving as shall cease to be an employee of the date of the Executive’s termination of employmentCompany and its affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within the United States; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and provided that the foregoing provisions of this Section 6.1(a) shall not prevent the Executive from rendering services to any person, corporation, partnership or other entity engaged in any element of the Business (Ba “Permitted Party”), or from otherwise becoming interested in a Permitted Party if (x) the Permitted Party and its affiliates, taken together, are not a significant competitor of the Company and no element of the Business is a Material (as defined below) part of the business of the Permitted Party and its affiliates, taken together, and (y) the Executive may continue has no services-related or investment-related role or interest in or otherwise with regard to serve on any board portion of directors on the business of the Permitted Party and its affiliates that competes with the Company. “Material” for purposes of the immediately preceding sentence means that the total assets of the Permitted Party and its affiliates that comprise the Business constitute 20% or more of the total assets of the Permitted Party and its affiliates. “Actively Conducted” shall mean that the Company actually owns or manages industrial real estate in the specified location, or has entered into a binding agreement, or a letter of intent, a term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or expired of its own terms), to purchase or manage industrial real estate in the Executive was serving as specified location. “Controlled Affiliates” shall mean any and all entities that the Company directly or indirectly controls; provided that, if after the date hereof there is a reorganization of the Company and a new holding company is established thereover, which controls the Company, then “Controlled Affiliates” shall also include such holding company and any affiliates that are controlled by the new parent. Notwithstanding the foregoing, if either (i) employment terminates upon or after the scheduled expiration of the Term (without any early termination under Section 4 or 5), other than in connection with a Qualified Retirement or (ii) employment terminates following a Change in Control and Section 5.2(b) applies, then the restrictions of this Section 6.1(a) shall not extend beyond the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he the Executive shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.or

Covenant Against Competition; Other Covenants. The Executive acknowledges that that: (i) the principal business of the Company (which expressly includes which, for purposes of this Section § 6 (shall include the Company and any related enforcement provisions hereof), each of its successors subsidiaries and assignsaffiliates) is to acquirethat defined in the Company’s Annual Reports on Form 10K (the 10-K) for the year ended December 31, originate, finance 2009 and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities filed with the U.S. Securities and other reverse mortgage-related assets Exchange Commission each year thereafter (such businessesbusiness, as described in the 10-K and as modified each year in its subsequently filed 10-K and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred refereed to as the “Business”); (ii) the Company is one dependent on the efforts of the a certain limited number of persons who have developed such a business; developed, or will be responsible for developing the Company’s Business, (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section § 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section § 6. Accordingly, the Executive covenants and agrees that: (a) By So long as the Company has not breached this Agreement, at any time during his employment with the Company and in consideration ending one (1) year following: (i) the termination of Executive’s employment with the Company (irrespective of the reason for such termination); or (ii) payment of any annual salary and benefits to be provided in accordance with § 4 or § 5 (unless such termination is by the Company hereunderwithout Cause and expressly excluding § 5.3), including whichever occurs last, Executive shall not engage, directly or indirectly (which includes, without limitation owning, managing operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity other than the severance arrangements set forth hereinCompany), anywhere in the United States in: (A) the Business or (B) any material component of the Business; provided, however, that Executive’s ownership as a passive investor of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation shall not be deemed to constitute competition. (b) During and after the period during which Executive is employed, Executive shall keep secret and retain in strictest confidence, and further shall not use for his benefit or the benefit of others, except in consideration of connection with the Executive’s exposure to the proprietary information business and affairs of the Company, all non-public confidential matters relating to the Company and/or the Company’s Business, learned by Executive heretofore or hereafter directly or indirectly from the Company (the “Confidential Company Information”), including, without limitation, information with respect to: (i) the strategic plans, budgets, forecasts, intended expansion of product, service or geographic markets of the company and it’s affiliates; (ii) sales figures, contracts agreements, and undertakings with or with respect to the Company’s customers or prospective customers; (iii) profit or loss figures; and (iv) then existing or then prospective customers, clients, suppliers and sources of supply and customer lists, and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement by the Company. Notwithstanding the foregoing, this § 6.1(b) shall not apply to the extent that Executive is acting to the extent necessary to comply with legal process; provided that in the event that the Executive covenants and agrees thatis subpoenaed to testify or to produce any information or documents before any court, during administrative agency or other tribunal relating to any aspect pertaining to the Company, he shall immediately notify the Company thereof. (c) During the period commencing on the date hereof and ending 12 months two (2) years following the date later to occur of dates upon which the Executive shall cease to be an (i) employee or (ii) an “affiliate,” as defined in Rule 144 promulgated under the Securities Act of 1993, and the Company rules and its affiliates regulations promulgated thereunder (as amended, the “Restricted Period1993 Act”), he of the Company, Executive shall not in not, without the Restricted Territory (as defined below)Company’s prior written consent, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant solicit or in encourage to leave the employment or other service of the Company any employee or independent contractor thereof or hire (on behalf of Executive or any other person, firm, corporation or entity) any employee or independent contractor who has voluntarily left the employment or other service of the Company within one (1) year of the termination of such employee’s or independent contractor’s employment or other service with the Company. During such a one (1) year period, Executive will not, whether for his own account or for the account of any other person, firm, corporation or other entity, intentionally interfere with the Company’s relationship with, or capacityendeavor to entice away from the Company any person who during the Term is or was a customer or client of the Company. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (iand all copies thereof) engage in made, produced or compiled by Executive or made available to Executive concerning the Business (other than for of the Company, including all Confidential Company Information, shall be the Company’s property and shall be delivered to the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of at any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed time on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employmentrequest.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope but in the future, may be expanded outside the United States; (iv) the Executive’s work for RMF Dividend Capital Advisors LLC (or an affiliate thereof) and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.the

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes is the acquisition, ownership and management of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a diversified portfolio of reverse mortgage loanshigh-quality, reverse mortgagesingle-backed securities and other reverse mortgage-related assets tenant, freestanding properties leased to retail businesses (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material and substantial with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one knows of the a limited number of persons who have developed such a businessthe Company’s Business; (iii) the Company’s Business is is, in part, national in scope; (iviii) the Executive’s work for RMF the Company and its subsidiaries (and the Company predecessors of either) has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. AccordinglyIn light of the foregoing, during the Executive covenants Term and agrees that:for a period of one year thereafter (and, as to Section 6.1 (b) and (d), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either)): (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the The Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)not, directly or indirectly, whether own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an owneremployee, employer, consultant, agent, principal, partner, shareholderstockholder, principalcorporate officer, agent, employee, consultant director or in any other relationship individual or representative capacity, (i) engage or participate in any business that is in competition in any manner whatsoever with the Business (other than for of the Company or its affiliates) or otherwise compete with in any state in which the Company conducts its Business. In the case of a termination by the Company without Cause or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that by the Executive renders to for Good Reason, the Companypreceding covenant shall expire on the date of termination; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xi) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yii) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (ziii) the Executive does not, directly or indirectly, own 5% one percent or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets acquire self‑storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him her access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he she shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance aircraft and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets aviation equipment leasing (such businessesbusiness, and any and all other businesses in whichthat after the Effective Date, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons and entities who have developed such a businessbusiness (the business of such a person or entity in competition with the Company, a “Competing Business”); (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof Effective Date and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether (i) engage in any element of a Competing Business or otherwise compete with the Company or its affiliates, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of a Competing Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without otherwise participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person Person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own five percent (5% %) or more of any class of securities of such entity. (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates, including, without limitation, information with respect to (i) rates and expiration dates under aircraft- and aviation equipment-related leases to which the Company is a party; (ii) the number and identities of airlines leasing aircraft or aviation equipment from the Company, or otherwise making use of other services provided by the Company; (iii) the number, type, remaining useful life, and value of aircraft owned by the Company and/or its direct or indirect subsidiaries; (iv) profit or loss figures; and (Bv) customers, clients, suppliers, sources of supply and lists of customers and potential customers (collectively, the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive may continue or is received from a third party not under an obligation to serve on any board keep such information confidential and without breach of directors on which this Agreement. (c) During the Restricted Period, the Executive was serving as shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the date Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one (1)-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. The immediately preceding sentence does not apply in respect of general solicitations of employment, such as published advertisements not specifically directed toward employees of the Company. During the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets acquire self‑storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 100 metropolitan statistical areas throughout the United States (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 twenty-four months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) subject to the approval of the Board, the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe development, originateacquisition, finance and manage a portfolio of reverse mortgage loansoperation, reverse mortgagemanagement or investment in self-backed securities and other reverse mortgage-related assets storage facilities (such businesses, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees thatthat (i) during such time as the Executive remains employed by the Company, he shall not engage in the Restricted Activities (as defined below) and (ii) during the period commencing on the date hereof of termination of the Executive’s employment by the Company for cause or by the Executive without Good Reason and ending 12 months two years following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in within 5 miles of any facility maintained by the Restricted Territory (as defined below)Company, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the same services that Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity (such activities set forth in Clauses (A through (C) above collectively referred to as the Executive renders to the Company“Restricted Activities”); provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x1) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (y2) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (z3) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . These provisions pertaining to Restricted Activities for the two year period after the executive leaves the employ of the Company shall only apply if the executive receives severance payments and benefits. They shall not apply if no such payments are made to the executive. (Bb) During and after the Restricted Period, the Executive may continue shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to serve the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. For the purposes of this Agreement, “Restricted Period” shall mean the period commencing on any board the first day of directors on the Initial Term and ending one year following the date upon which the Executive was serving as shall cease to be an employee of the date Company and its affiliates. Company acknowledges that Executive is an experienced self-storage industry professional with more than 18 years of experience prior to his employment by the Company. Executive possesses knowledge and intellectual property that was acquired preceding his employment by the Company. Therefore, should Company claim that Executive has breached this Section, it shall have the burden of conclusively proving that the Executive’s termination failure to maintain some aspect of employmentthe Confidential Company Information involved information that the Executive could not possibly have obtained from experiences preceding its employment by the Company. If Company cannot prove that the standard in the preceding sentence has been achieved, Executive shall not be deemed to have breached this Section.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes and CNLR is the development, acquisition, ownership, management and sale of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance and manage a diversified portfolio of reverse mortgage loanshigh-quality, reverse mortgagesingle-backed securities and other reverse mortgage-related assets tenant, freestanding properties leased to retail businesses (such businessesbusiness, and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material and substantial with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one knows of the a limited number of persons who have developed such a businessthe Company’s Business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF the Company and its subsidiaries (and the Company predecessors of either) has given and will continue to give him the Executive access to the confidential affairs and proprietary information of the Company; (vvi) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vivii) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. AccordinglyIn light of the foregoing, during the Executive covenants Term and agrees that:for a period of one (1) year thereafter (and, as to Sections 6.1(b) and (d), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either)): (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the The Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below)not, directly or indirectly, whether own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an owneremployee, employer, consultant, agent, principal, partner, shareholderstockholder, principalcorporate officer, agent, employee, consultant director or in any other relationship individual or representative capacity, (i) engage or participate in any business that is in competition in any manner whatsoever with the Business (other than for of the Company or its affiliates) or otherwise compete with in any state in which the Company conducts its Business. In the case of a termination by the Company without Cause or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that by the Executive renders to for Good Reason, the Companypreceding covenant shall expire on the date of termination; provided, however, that, that notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xi) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yii) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (ziii) the Executive does not, directly or indirectly, own 5% one percent (1%) or more of any class of securities of such entity; . (b) The Executive shall keep secret and (B) retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive may continue heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any predecessor of either) (the “Confidential Company Information”), including, without limitation, information with respect to serve on the Business and any board aspect thereof, profit or loss figures, and the Company’s or its affiliates’, (or any of directors on which the Executive was serving as their predecessors) properties, and shall not disclose such Confidential Company Information to anyone outside of the date Company except with the Company’s express written consent and except for Confidential Company Information which (i) at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive, (ii) is clearly obtainable in the public domain, (iii) was not acquired by the Executive in connection with the Executive’s employment or affiliation with the Company, (iv) was not acquired by the Executive from the Company or its representatives or from a third party who has an agreement with the Company not to disclose such information, or (v) is required to be disclosed by rule of law or by order of a court or governmental body or agency. (c) The Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) knowingly solicit or encourage to leave the employment or other service of the Company or any of its affiliates, any employee thereof or hire (on behalf of the Executive or any other person or entity) any employee who has left the employment or other service of the Company or any of its affiliates (or any predecessor of either) within one (1) year of the termination of employmentsuch employee’s or independent contractor’s employment or other service with the Company and its affiliates, or (ii) whether for the Executive’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’, relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Executive’s employment with the Company and its affiliates (or the predecessors of either) is or was a customer or client of the Company or any of its affiliates (or any predecessor of either). (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof) made, produced or compiled by the Executive or made available to the Executive concerning the Business of the Company and its affiliates shall be the Company’s property and shall be delivered to the Company at any time on request. (e) Notwithstanding anything set forth in this Section to the contrary, if at any time after a “change of control”, as defined above, (i) the Company or the Executive terminates the Executive’s employment and such termination is not described in Section 4 or Section 5.1, or (ii) the Company, for any reason, does not renew this agreement at the expiration of its Term, then the covenants set forth in this Section 6.1 shall expire and terminate immediately upon the expiration or earlier termination of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope but in the future, may be expanded outside the United States; (iv) the Executive’s work for RMF Dividend Capital Advisors LLC (or an affiliate thereof) and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, own or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.acquire or

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgageacquire self-backed securities and other reverse mortgage-related assets storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him her access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he she shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive shall be permitted to continue service as set forth in Exhibit A and, subject to the approval of the Board, that the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquire, originate, finance the ownership and manage a portfolio leasing of reverse mortgage loans, reverse mortgage-backed securities vineyards and other reverse mortgage-real estate assets related assets to the wine industry (such businessesbusiness, and any and all such other principal businesses in which, at which the time Company may engage during the employ of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, as herein being collectively referred to as the “"Business”"; provided, however, that, for purposes of this Agreement, the definition of "Business" shall not include the business of Xxxxxx X. Xxxxxx & Co., LLC as it exists as of the date hereof.); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A1) the Executive may continue his investment in and to serve as the Chairman of Xxxxxx X. Xxxxxx & Co., LLC, provided that such entity does not alter its principal business as now conducted so that one of its principal businesses becomes the Business, and continue to perform his duties in that position and (2) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except with respect to Xxxxxx X. Xxxxxx & Co., LLC). Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s termination of employment.after a

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within both the United States and Mexico; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (Bprovided that the foregoing provisions of this Section 6.1(a) shall not prevent the Executive may continue from rendering services to serve on any board person, corporation, partnership or other entity engaged in any element of directors on which the Executive was serving as of the date of the Executive’s termination of employment.the

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe acquiring, originate, finance owning and manage a portfolio redeveloping of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets enclosed shopping malls (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after (zi) a termination covered by Section 5.2 or (ii) a termination by the Executive after a Change in Control. In addition, the restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive which have been disclosed in writing to the Board prior to the date hereof. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Bii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireown, originate, finance operate and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets acquire self- storage properties in the top 000 xxxxxxxxxxxx xxxxxxxxxxx xxxxx xxxxxxxxxx xxx Xxxxxx Xxxxxx (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF NSA and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, and without limiting or expanding the terms and conditions set forth in any other agreement between the Company and any of its subsidiaries and the Executive and his or her affiliates, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 six months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) subject to the approval of the Board, the Executive may continue to serve on any board the boards of directors or trustees of any business corporations or charitable organizations on which the Executive was serving as of the date of the Executive’s 's termination of employmentemployment and such service shall not be a violation of this Agreement.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 7 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 7 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 67. Accordingly24005515808-v5 - 6 - 80-40750027 Further, in consideration of Executive's continued employment with the Company, access to the Company's trade secrets, confidential information, customer and other business relationships, the benefits provided hereunder in Sections 4 and 6.2(b), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, the Executive covenants and agrees thathereby agree as follows: (a) By If (x) the Company terminates the Executive's employment and the termination is not covered by Section 5 or 6.1, or (y) the Executive terminates his employment for Good Reason, then by and in consideration of the salary payments and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure pursuant to the proprietary information of the CompanySection 6.2(b), the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates and ending on the date 24 months after such commencement (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s 's termination of employment; and (C) the Executive may be employed by or provide services for a company (a "Conglomerate") with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive with the Company (the "Competitive Division"), (x) the Executive is employed by or provides services to a line of business of Conglomerate that is not competitive with the Company; and (y) the Executive does not perform services for the Competitive Division; and (z) the Executive (A) provides the Company with advance notice of such employment or service and (B) informs the Conglomerate in writing of its obligations under this Section 7.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof)6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is to acquirethe operation of a commodities exchange for the trading of futures and options contracts, originate, finance risk management or other derivative instruments on commodities in the energy and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets metals sectors (such businessesbusiness, and together with the trading of any and all other businesses futures or options contracts that may in whichthe future, at during the time pendency of executive's employment, be listed by the Company or any entity that is then an affiliate of the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who entities that have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and certain confidential, proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates applicable Restricted Period (the “Restricted Period”as hereinafter defined), he shall not in the Restricted Territory (as defined below)continental United States, directly or indirectly, whether (i) engage in any material element of the Business, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any material element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating directly in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity. As used in this Agreement, the "Restricted Period" means the period beginning on the date of this Agreement and ending (x) if the Executive's employment is terminated by the Company for Cause, six months after the date of termination; (y) if the Executive's employment is terminated voluntarily by him other than for Good Reason, nine months after the date of termination; provided, however, starting July 1, 2002 and thereafter through the term of the Agreement, if the Executive's employment is terminated voluntarily by him, and not for Good Reason, three months after the date of termination; and (Bz) if the Executive's employment is terminated by the Company without Cause, or by the Executive may continue to serve on any board of directors on which the Executive was serving as of for Good Reason, one year after the date of the Executive’s termination of employmenttermination.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred securities or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership and leasing of commercial office properties in the greater metropolitan Washington, originateD.C. marketplace and its surrounding areas, ranging generally from Baltimore, Maryland through Richmond and Norfolk, Virginia, as well as the origination of, acquisition of and investment in structured real estate finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets investments (such businessesbusiness, and any and all such other principal businesses in which, at which the time Company may engage during the employ of the Executive’s termination, in the locations described, and such other locations in which the Company is actively and regularly engaged or actively pursuingmay conduct business during the employ of the Executive, as herein being collectively referred to as the “Business”; provided, however, that, for purposes of this Agreement, the definition of “Business” shall not include the activities described on Exhibit A hereto); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (viii) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (viiv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements and subject to Executive receiving all monies due to him as set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on of the date hereof and Executive’s employment with the Company and, in the event of a termination of the Executive’s employment hereunder by the Company for Cause or a termination of the Executive’s employment hereunder by the Executive without Good Reason, for a period ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)such termination becomes effective, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A1) the Executive may continue his investments in ownership and management interests in a commercial office building located at 700 00xx Xxxxxx, XX, Xxxxxxxxxx, X.X., ownership and management interests in a commercial office building located at 700 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, ownership interests in Octagon Partners investments and ownership interests in Bee Ridge Plaza LLC, which owns the Bee Ridge Plaza shopping center located in Sarasota, Florida and (2) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after a termination covered by Section 5.2. In addition, the restrictions of this Section 6(a) shall not apply to (i) his investments in ownership and management interests in a commercial office building located at 700 00xx Xxxxxx, XX, Xxxxxxxxxx, X.X., ownership and management interests in a commercial office building located at 700 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, ownership interests in Octagon Partners investments and ownership interests in Bee Ridge Plaza LLC, which owns the Bee Ridge Plaza shopping center located in Sarasota, Florida and (zii) any other existing investments or other activities of the Executive which, if applicable, are set forth on Exhibit A hereto. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates, and (ii) the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive Employee acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof)6, its successors and assigns, any holding or parent company and the direct and indirect subsidiaries of the Company, its successors and assigns and any such holding or parent company) is to acquirethe operation of an exchange for the trading of futures and options contracts, originate, finance risk management or other derivative instruments on commodities in the energy and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets metals sectors (such businessesbusiness, and together with the trading of any and all other businesses futures or options contracts that may in which, at the time future during the pendency of Employee’s employment be listed by the Company or any entity that is then an affiliate of the Executive’s termination, the Company is actively and regularly engaged or actively pursuingCompany, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who entities that have developed such a businessBusiness; (iii) the Company’s Business is is, in part, national in scope; (iv) the ExecutiveEmployee’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and certain confidential, proprietary information of the Company; (v) the covenants and agreements of the Executive Employee contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive Employee covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive The Employee covenants and agrees that, that during the period commencing on term of his employment or if he leaves the date hereof and ending 12 months following the date upon which the Executive shall cease to be an employee employ of the Company and its affiliates during the applicable Restricted Period (the “Restricted Period”), as hereinafter defined) he shall not in the Restricted Territory (as defined below)continental United States, directly or indirectly, whether (i) engage in any material element of the Business, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any material element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive Employee may invest in securities of any entity, solely for investment purposes and without participating directly in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive Employee is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive Employee does not, directly or indirectly, own 51% or more of any class of securities of such entity. As used in this Agreement, the “Restricted Period” means the period beginning on the date of this Agreement and ending (x) if the Employee’s employment is terminated by the Company for Cause or during the Probationary Period, six months after the date of termination; and (By) if the Executive may continue to serve on any board of directors on which employment is terminated voluntarily by him, by Employee for Good Reason or if the Executive was serving as of employment is terminated by the Company without Cause, one year after the date of termination. (b) The Employee shall keep secret and retain in strictest of confidence, and shall not use for his benefit or the Executivebenefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Employee heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Employee or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the Restricted Period, the Employee shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Employee or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the six-month period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. During the Restricted Period, the Employee will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was a customer or client of the Company or any of its affiliates. During the Restricted Period, the Employee shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the business or reputation of the Company or any of its affiliates, except if testifying truthfully under oath pursuant to any lawful court order or subpoena or otherwise responding to or providing disclosures required by law. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Employee or made available to the Employee concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Employee’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireprovide debt and equity financing for sustainable infrastructure projects that increase energy efficiency, originateprovide cleaner energy sources, finance positively impact the environment and manage a portfolio make more efficient use of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets natural resources (such businesses, and any and all other businesses in which, at the time of the Executive’s 's termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 24 months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “"Restricted Period”"), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (x) such securities are listed on any national securities exchange, (y) the Executive is not a controlling person of, or a member of a group which controls, such entity, and (z) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and (B) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of the Executive’s 's termination of employment; and (C) the Executive may be employed by or provide services for a company (a "Conglomerate") with multiple lines of businesses, including a line of business competitive with the Company, so long as the following conditions are satisfied: (w) the Conglomerate derives less than ten percent (10%) of its total annual revenue from the line of business that is competitive with the Company (the "Competitive Division"), (x) the Executive is employed by or provides services to a line of business of Conglomerate that is not competitive with the Company; and (y) the Executive does not perform services for the Competitive Division; and (z) the Executive (A) provides the Company with advance notice of such employment or service and (B) informs the Conglomerate in writing of its obligations under this Section 6.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe structuring, originateorganization, finance and manage consulting with, managing, servicing or otherwise engaging in the business of pooling trust preferred securities or providing financing through the issuance of similar debt securities or equity securities issued by REITs or real estate operating companies or their affiliates, wherever located, whether in a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets “CDO” structure or otherwise (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services in furtherance of the Business to any person, corporation, partnership or other entity engaged in the Business, or who has taken substantial measures, or made investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or for any Originator (defined below); or (iii) become interested in any Originator or any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entityentity (except to the extent expressly permitted herein). In addition, and (zthe restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive does which have been disclosed in writing to and approved by the Board prior to the date hereof. For purposes of this Agreement, “Originator” shall mean a person, corporation, partnership or entity who (x) at any point prior to the date of Executive’s termination hereunder was paid fees or earned any fees or entered into any agreement with the Company or its affiliates in respect of the origination of any financing transaction by or placement of securities or issued by REITs, real estate operating companies or their affiliates, wherever located, into or through a CDO transaction or warehouse line in which the Company or any of its affiliates acted as collateral manager, or (y) which the Company engaged or plans to engage for the purpose of the placement of securities into a CDO transaction or warehouse line. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending eighteen (18) months following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, the Executive shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the eighteen (18) month period which follows the termination of such entity; employee’s employment with the Company and its affiliates, and (Biii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership, originateoperation, finance development, redevelopment, acquisition and manage a portfolio management of reverse mortgage loans, reverse mortgage-backed securities strategically located medical office buildings and other reverse mortgage-healthcare related assets facilities (such businesses, business and any and all other businesses in whichthat after the date hereof, at and from time to time during the time of Term, become material with respect to the ExecutiveCompany’s termination, the Company is actively and regularly engaged or actively pursuingthen-overall business, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is is, in part, national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him her access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits payments to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he she shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in competition with the Business Company or its affiliates, or (iii) provide financial assistance to or otherwise obtain an ownership interest in a competitor of the same services that the Executive renders to the CompanyCompany or its affiliates; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; . (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for her benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, knowingly (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee or independent contractor who has left the employment or other service of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s or independent contractor’s employment or other service with the Company and its affiliates. From the date hereof through the end of the two-year period commencing with the Executive’s termination of employment with the Company, the Executive will not, whether for her own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the 12-month period prior to the Executive’s termination is or was a customer or client of the Company or any of its affiliates. While the Executive’s non-compete obligations under Section 6.2(a) are in effect, the Executive shall not publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the Business or reputation of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (Bii) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of upon the Executive’s termination of employment, shall be immediately returned to the Company.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within both the United States and Mexico; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, hereunder and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months following on the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity. “Actively Conducted” shall mean that the Company actually owns or manages industrial real estate in the specified location, or has entered into a binding agreement, or a letter of intent, a term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or expired of its own terms), to purchase or manage industrial real estate in the specified location. “Controlled Affiliates” shall mean any and all entities that the Company directly or indirectly controls; and (B) provided that, if after the Executive may continue to serve on any board of directors on which the Executive was serving as date hereof there is a reorganization of the date of Company and a new holding company is established thereover, which controls the Executive’s termination of employmentCompany, then “Controlled Affiliates” shall also include such holding company and any affiliates that are controlled by the new parent.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe acquiring, originate, finance owning and manage a portfolio redeveloping of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets enclosed shopping malls (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, business herein being collectively referred to as the “"Business”"); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s 's Business is is, in part, national in scope; (iv) the Executive’s 's work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including and subject to Executive receiving all monies due to him under the severance arrangements set forth herein, and further in consideration of the Executive’s 's exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)affiliates, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business, or (iii) obtain a financial interest in any corporation, partnership or other entity or arrangement (other than the Company or its affiliates) principally engaged in the Business, as an owner, a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after (zi) a termination covered by Section 5.2 or (ii) a termination by the Executive after a Change in Control. In addition, the restrictions of this Section 6(a) shall not apply to any existing investments or other activities of the Executive which have been disclosed in writing to the Board prior to the date hereof. (b) During and after the period of the Executive's employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company's Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the "Confidential Company Information"); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company's express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company's prior written consent, directly or indirectly, own 5% knowingly (i) solicit or more encourage to leave the employment or other service of the Company, or any class of securities its affiliates, any employee or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such entity; employee's employment with the Company and its affiliates, and (Bii) the Executive may continue will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company's or any of its affiliates' relationship with, or endeavor to serve on entice away from the Company or any board of directors on which its affiliates, any person who during the Executive Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns) ), is to acquire, originate, finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets (such businesses, and any and all other businesses in which, at the time commercial activity comprising any one or more of the Executive’s terminationownership, the Company is actively and regularly engaged acquisition, development or actively pursuing, herein being collectively referred to as management of industrial real estate (the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is currently national in scopescope within both the United States and Mexico; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and (except as provided below) ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates Controlled Affiliates (the “Restricted Period”as defined below), he shall not in the Restricted Territory United States, or, if and to the extent that the Business is Actively Conducted (as defined below)) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or Controlled Affiliates), (ii) render any services to a any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) as a partner, member, manager, shareholder, principal, agent, employee, trustee, consultant or any person engaged in the Business the same services that the Executive renders to the CompanyBusiness, or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may own or acquire or otherwise invest in in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or in the over-the-counter market, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 5% or more of any class of securities of such entity; and provided that the foregoing provisions of this Section 6.1(a) shall not prevent the Executive from rendering services to any person, corporation, partnership or other entity engaged in any element of the Business (Ba “Permitted Party”), or from otherwise becoming interested in a Permitted Party if (x) the Permitted Party and its affiliates, taken together, are not a significant competitor of the Company and no element of the Business is a Material (as defined below) part of the business of the Permitted Party and its affiliates, taken together, and (y) the Executive may continue has no services-related or investment-related role or interest in or otherwise with regard to serve on any board portion of directors on the business of the Permitted Party and its affiliates that competes with the Company. “Material” for purposes of the immediately preceding sentence means that the total assets of the Permitted Party and its affiliates that comprise the Business constitute 20% or more of the total assets of the Permitted Party and its affiliates. “Actively Conducted” shall mean that the Company actually owns or manages industrial real estate in the specified location, or has entered into a binding agreement, or a letter of intent, a term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or expired of its own terms), to purchase or manage industrial real estate in the Executive was serving as specified location. “Controlled Affiliates” shall mean any and all entities that the Company directly or indirectly controls; provided that, if after the date hereof there is a reorganization of the Company and a new holding company is established thereover, which controls the Company, then “Controlled Affiliates” shall also include such holding company and any affiliates that are controlled by the new parent. Notwithstanding the foregoing, if either (i) employment terminates upon or after the scheduled expiration of the Term (without any early termination under Section 4 or 5) or (ii) employment terminates following a Change in Control and Section 5.2(b) applies, then the restrictions of this Section 6.1(a) shall not extend beyond the date of the Executive’s termination of employment.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquirethe ownership and leasing of commercial office properties in the greater metropolitan Washington, originateD.C. marketplace and its surrounding areas, ranging generally from Baltimore, Maryland through Richmond and Norfolk, Virginia, as well as the origination of, acquisition of and investment in structured real estate finance and manage a portfolio of reverse mortgage loans, reverse mortgage-backed securities and other reverse mortgage-related assets investments (such businessesbusiness, and any and all such other principal businesses in which, at which the time Company may engage during the employ of the Executive’s termination, in the locations described, and such other locations in which the Company is actively and regularly engaged or actively pursuingmay conduct business during the employ of the Executive, as herein being collectively referred to as the “Business”; provided, however, that, for purposes of this Agreement, the definition of “Business” shall not include the activities described on Exhibit A hereto); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (viii) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (viiv) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements and subject to Executive receiving all monies due to him as set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on of the date hereof and Executive’s employment with the Company and, in the event of a termination of the Executive’s employment hereunder by the Company for Cause or a termination of the Executive’s employment hereunder by the Executive without Good Reason, for a period ending 12 months one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”)such termination becomes effective, he shall not in the Restricted Territory (as defined below)United States, directly or indirectly, whether except with the prior approval of the Board, (i) engage in the Business (other than for the Company or its affiliates), or (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) whose principal business is to engage in the Business or who has taken substantial measures, or made material investments, evidencing an intention to engage in the Business other than incidentally as an owneris necessary to engage in its principal business, or (iii) become interested in any person, corporation, partnership or other entity (other than the Company or its affiliates) principally engaged in the Business, as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or (ii) render to a person, corporation, partnership or other entity engaged in the Business the same services that the Executive renders to the Company; provided, however, that, notwithstanding the foregoing, (A1) the Executive may continue his investments in an ownership interest in Bee Ridge Plaza LLC, which owns the Bee Ridge Plaza shopping center located in Sarasota, Florida, and an ownership interest in an apartment complex located in Prince Georges County, Maryland and (2) the Executive may invest in up to 5% of the securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, and (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity. Notwithstanding the foregoing, the restrictions in this Section 6(a) shall not apply upon and after a termination covered by Section 5.2. In addition, the restrictions of this Section 6(a) shall not apply to (i) his investments in an ownership interest in Bee Ridge Plaza LLC, which owns the Bee Ridge Plaza shopping center located in Sarasota, Florida, and an ownership interest in an apartment complex located in Prince Georges County, Maryland and (zii) any other existing investments or other activities of the Executive which, if applicable, are set forth on Exhibit A hereto. (b) During and after the period of the Executive’s employment with the Company and its affiliates, the Executive shall keep secret and retain in strictest confidence, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. (c) During the period commencing on the date hereof and ending one year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates, (i) the Executive does shall not, without the Company’s prior written consent, directly or indirectly, own 5% knowingly (A) solicit or more encourage to leave the employment or other service of the Company, or any class of securities of such entity; and its affiliates, any employee or independent contractor thereof or (B) hire (on behalf of the Executive may continue to serve on or any board other person or entity) any employee who has left the employment of directors on the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates, and (ii) the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who during the Term is or was serving as a customer or client of the date Company or any of the Executive’s termination of employmentits affiliates.

Covenant Against Competition; Other Covenants. The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes of this Section 6 (and any related enforcement provisions hereof), its successors and assigns) is to acquireinvest in, originateacquire (either directly or through debt acquisitions), finance own, lease, reposition and manage a diverse portfolio of reverse mortgage loansnecessity-based retail properties, reverse mortgage-backed securities including, but not limited to, well located community and other reverse mortgage-related assets neighborhood shopping centers, anchored by national or regional supermarkets and drugstores (such businesses, and any and all other businesses in which, at the time of the Executive’s termination, the Company is actively and regularly engaged or actively pursuing, herein being collectively referred to as the “Business”); (ii) the Company is one of the limited number of persons who have developed such a business; (iii) the Company’s Business is national in scope; (iv) the Executive’s work for RMF and the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 6 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, the Executive covenants and agrees that: (a) By and in consideration of the salary and benefits to be provided by the Company hereunder, including the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period commencing on the date hereof and ending 12 months one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “Restricted Period”), he shall not in the Restricted Territory (as defined below), directly or indirectly, whether as an owner, partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity, (i) engage in any element of the Business (other than for the Company or its affiliates) or otherwise compete with the Company or its affiliates in the Business or affiliates, (ii) render any services related to a the Business to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) render services related to the Business to any person, corporation, partnership or other entity (other than the same services that the Executive renders to the CompanyCompany or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing, (A) the Executive may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (xA) such securities are listed traded on any national securities exchangeexchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (yB) the Executive is not a controlling person of, or a member of a group which controls, such entity, entity and (zC) the Executive does not, directly or indirectly, own 51% or more of any class of securities of such entity. (b) During and after the Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all non-public confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement. Notwithstanding the foregoing, Executive may disclose Confidential Company Information to his attorneys (for the purpose of seeking legal advice), to his accountants (for the purposes of seeking professional advice), to his immediate family members whom Executive agrees will not divulge such information to any other party, and in response to a subpoena; court, regulatory, or arbitral order; or other valid legal process. (c) During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly, (i) solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee, agent or independent contractor thereof or (ii) hire (on behalf of the Executive or any other person or entity) any employee who has left the employment of the Company or any of its affiliates within the one-year period which follows the termination of such employee’s employment with the Company and its affiliates. From the date hereof and during the Restricted Period, the Executive will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, solicit for a competing business or intentionally interfere with the Company’s or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates for a competing business, any person who during the Term is or was a customer, client, agent, or independent contractor of the Company or any of its affiliates. (d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive containing Confidential Company Information (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (Bii) the Executive may continue to serve on any board of directors on which the Executive was serving as of the date of upon the Executive’s termination of employment, shall be immediately returned to the Company. This section shall not apply to materials that Executive possessed prior to his business relationship with the Company, to Executive’s personal effects and documents, and to materials prepared by Executive for the purposes of seeking legal or other professional advice. (e) While the Executive’s non-compete obligations under Section 6.1(a) are in effect, neither the Company nor the Executive shall publish any statement or make any statement under circumstances reasonably likely to become public that (i) with respect to statements by the Executive, is critical of the Company or any of its affiliates, or in any way otherwise maligning the Business or reputation of the Company or any of its affiliates or (ii) with respect to statements by the Company, is critical of the Executive or in any way otherwise maligning the reputation of the Executive, in either of the foregoing instances unless otherwise required by applicable law or regulation or by judicial order.