Common use of Duties and functions Clause in Contracts

Duties and functions. (a) During the Employment Period, the Executive shall be employed as Chief Executive Officer of both DFG and DFC. The Executive will report solely and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account, or for or on behalf of any other person, firm or corporation, that competes, conflicts or interferes with the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with the Executive’s responsibilities under this Agreement.

Duties and functions. (a1) During the Employment Period, the The Executive shall be employed as the Chief Executive Financial Officer (the “CFO”) of both DFG and DFCthe Company. The Executive will shall report solely and directly to the Boards Company’s Board of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”). (2) for The Executive agrees to undertake the duties and responsibilities commensurate with the position of CFO, which may encompass different or additional duties as may, from time to time, be reasonably assigned by the Board, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the Board, so long as he the Executive’s responsibilities as CFO are not materially reduced, and his reporting relationship is employed by DFG and DFC not materially altered or modified in the capacity of Chief Executive Officeran adverse way. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation. Notwithstanding the foregoing, that competes, conflicts or interferes with the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not materially interfere with the Executive’s responsibilities under this Employment Agreement. (c) Concurrent with the execution and delivery of this Agreement, the Company agrees to secure the Executive’s election to the Board. The Company agrees to use its best efforts to maintain the Executive’s continued Board membership for the entire Employment Period. Upon termination of the employment relationship under this Agreement for any reason, the Executive shall be deemed to have resigned his position as an officer of the Company or any subsidiaries thereof, and as a member of the Board, the boards of directors of any subsidiaries thereof and any committees of such boards, effective on the date of termination.

Duties and functions. (a1) During the Employment Period, the The Executive shall be employed as the Chief Executive Officer of both DFG and DFC. The Executive will report solely and directly President (jointly referred to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, herein as applicable, the “BoardCEO”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent withoversee, or that materially impair his ability direct and manage all of the day-to-day operations of the Company. The Executive shall report directly to discharge, the foregoing duties and responsibilitiesCompany’s Board of Directors (the “Board”). (c2) The Executive agrees to undertake the duties and responsibilities commensurate with the position of CEO, which may encompass different or additional duties as may, from time to time, be reasonably assigned by the Board, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the Board, so long as the Executive’s responsibilities as CEO are not materially reduced, and his reporting relationship is not materially altered or modified in an adverse way. (b) During the Employment Period, the Executive will devote substantially all of his time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation. Notwithstanding the foregoing, that competes, conflicts or interferes with the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not materially interfere with the Executive’s responsibilities under this Employment Agreement. (c) Concurrent with the execution and delivery of this Agreement, the Company agrees to secure the Executive’s election to the Board. The Company agrees to use its best efforts to maintain the Executive’s continued Board membership for the entire Employment Period. Upon termination of the employment relationship under this Agreement for any reason, the Executive shall be deemed to have resigned his position as an officer of the Company or any subsidiaries thereof, and as a member of the Board, the boards of directors of any subsidiaries thereof and any committees of such boards, effective on the date of termination.

Duties and functions. (a1) During the Employment Period, the The Executive shall be employed as Executive Vice President and Chief Executive Financial Officer of both DFG the Company and DFCshall oversee, direct and manage all global finance, accounting, planning and analysis, treasury, taxation, and Xxxxxxxx-Xxxxx compliance; SEC and Board reporting; corporate human resources and global executive compensation and benefits; corporate investor and shareholder relations; and management of the Chief Credit Officer and consumer lending product management of the Company. The Executive will report solely and directly to the Boards Chief Executive Officer of Dollar Financial Corp. (2) The Executive agrees to undertake the duties and responsibilities inherent in the position of Executive Vice President and Chief Financial Officer, which may encompass different or additional duties as may, from time to time, be assigned by the Chief Executive Officer (or senior most position of the Company) or the Company’s Board of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed ), and the duties and responsibilities undertaken by DFG and DFC in the capacity of Executive may be altered or modified from time to time by the Chief Executive OfficerOfficer (or senior most position of the Company) or the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to engage in philanthropic or other charitable activities as well as serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a an officer or board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided for business investments that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement.

Duties and functions. (a) During the Employment Period, the Executive shall be employed as render services to the Company and Parent in the full-time position of Chief Executive Officer of both DFG and DFCPresident. The Executive will shall report solely and directly to the Boards Board of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC Parent (each, as applicable, the “Parent Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer). (b) During Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent to Executive’s position, which may encompass different or additional duties as may, from time to time, be assigned by an individual serving as Chief the Parent Board. The duties and responsibilities undertaken by Executive Officer of DFG and/or DFC may be altered or modified from time to time by the Company or Parent in a corporation their sole discretion. Executive agrees to abide by the size rules, regulations, instructions, personnel practices and nature policies of the Company and shall Parent and any change thereof which may be assigned no duties adopted at any time by the Company or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilitiesParent. (c) During the Employment Period, the Executive will devote substantially all of his Executive’s full time and efforts to the business of the Company and Parent and will not not, without the consent of the Parent Board, engage in consulting work or any trade or business for his Executive’s own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way. (d) Executive’s primary work location shall be a hybrid arrangement working either from his home office in New Jersey or on-site in the Company’s La Jolla, California office location; however, the Company and Parent reserve the right to reasonably require Executive to perform Executive’s duties hereunder. The at places other than such primary work location from time to time (including without limitation traveling to and working at the Company’s office located in La Jolla, California), and to require reasonable business travel. (e) During Executive’s employment with the Company and Parent, it shall not be a violation of this Agreement for Executive may continue to (a) serve on any civic or charitable boards or committees; (b) deliver lectures, fulfill teaching or speaking engagements; (c) manage personal investments; or (d) serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent member of the Board (board of directors of no more than one corporation without the Parent Board’s written approval, which consent shall not be unreasonably withheld)withheld provided, engage in educationalfurther, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do must not conflict or compete with occur during the Company’s or Parent’s regular business activities and so long as such activities do not hours, materially interfere with the Executive’s performance of Executive’s duties and responsibilities under this Agreement, or create an actual or potential conflict of interest with the Company or Parent.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Financial Officer of the Company and shall oversee, direct and manage all financial operations of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Financial Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. In addition, Executive acknowledges that, in his capacity as Chief Financial Officer of TerreStar, he shall serve as Executive Vice President & Chief Financial Officer of Motient Corporation (“Motient”) and/or its direct or indirect subsidiaries or affiliates. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During the Employment Period, the (i) The Executive shall be employed as General Counsel and Secretary of the Company and shall oversee, direct and manage the legal affairs of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of General Counsel and Secretary, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. In addition, Executive acknowledges that, in addition to serving in his capacity as General Counsel and Secretary of the Company, he shall serve as General Counsel and Secretary of TerreStar Corporation (“TS Corp”) and shall undertake the duties and responsibilities inherent in such position as may be assigned by the CEO of TS Corp from time to time. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During the Employment PeriodTerm, the Executive shall be employed serve as the President and Chief Operations Officer of the Company reporting directly to the Chief Executive Officer of both DFG and DFCthe Company. The Executive will report solely shall have such duties as determined by the Chief Executive Officer of the Company and directly are customarily performed by a President and Chief Operations Officer of a company similar to the Boards Company, and also have such other powers and duties as may be, from time to time, reasonably prescribed by the Board of Directors of DFG and DFC, respectively. The the Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) ). During the Employment PeriodTerm, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his working time and efforts to the business and affairs of the Company. During the Term, the Company and will not engage shall give the Executive appropriate support in consulting work or any trade or business for his own account, or for or on behalf of any other person, firm or corporation, that competes, conflicts or interferes with the performance of his duties hereunderduties. (b) The Executive agrees to observe and comply with the rules, policies and procedures of the Company as adopted by the Company from time to time. The Executive may continue to serve as a director of Cloverdale Press Inc.may, serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with his duties and responsibilities hereunder, invest, participate or engage in (for the Executive’s own account or for the account of others), or may possess an interest in, other financial ventures and investment and professional activities of any kind or description; provided, that such Person does not expressly or implicitly represent that he is acting for the Company. (c) The Executive will perform the services described herein from the Company’s office in San Diego, California, but shall be required to work from the Company’s offices in New York City, New York or Cambridge, Massachusetts at least twenty percent (20%) of the year, and the Executive shall travel to other locations as necessary for the performance of the Executive's duties and responsibilities under this Agreementhereunder. (d) Notwithstanding the Executive’s employment as the President and Chief Operations Officer of the Company, during the Term, the Executive shall continue to serve as a director on the Board, and the Company shall nominate the Executive for election to the Board at each annual meeting of the Company’s stockholders during the Term.

Duties and functions. 3.1 The Executive agrees to undertake the duties and responsibilities inherent in the position of President and Chief Executive Officer, which may encompass different or additional duties as may, from time to time, be assigned, altered or modified by the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof that may be adopted at any time by the Board. 3.2 The Executive shall provide such financial information, including monthly financial summaries, annual financial statements, annual budgets and reports regarding events which may materially adversely affect the Company's financial results or operations, to certain of the holders of the capital stock of the Company, as set forth in Section 3.1 of that certain Investor's Rights Agreement, by and among the Company, the Series A Investors (a) as defined therein), the Series B Investors (as defined therein), the Founder (as defined therein), Davidson Capital Group, LLC, and Xxxx Xxxxxxx, dated as of the date hereof. 3.3 During the Employment Period, the Executive shall be employed as Chief Executive Officer of both DFG devote his full time and DFC. The Executive will report solely and directly attention to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, performing his duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company hereunder and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair use his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his time and best efforts to further the business of the Company and will Company. The Executive shall not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunder in any way. The Company acknowledges that the Executive shall, during the Employment Period, continue to be involved in the business and operations of Sterling Cellular, Inc., a Maryland corporation ("Sterling Cellular") for so long as such involvement does not interfere with the Executive's performance of his duties hereunder. Such involvement shall be deemed to be non-competitive and shall not constitute a breach of this Section 3.3 or Section 9.1, provided that Sterling Cellular is not and does not engage in performance based Internet direct marketing activities during the term of this Agreement and for one (1) year thereafter. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s 's responsibilities under this Employment Agreement.

Duties and functions. (a1) During Subject to the terms set forth herein, the Company agrees to employ the Executive as the President and Chief Operating Officer of the Company during the Employment Period, the . The Executive shall be employed as Chief Executive Officer report directly to the CEO of both DFG and DFCthe Company. The Executive will report solely have P & L accountability for the performance of Sourcefire but will focus primarily on Sales, Marketing, and Business Development while those organizations are still developing. The Executive will also have reporting authority over all other departments of the company including Engineering and Operations except for those reporting directly to the Boards CFO or CTO unless otherwise assigned by the CEO and Board of Directors of DFG Directors. (2) The Executive agrees to serve in an executive capacity and DFCto undertake and perform the duties and responsibilities described in the Company’s Bylaws, respectivelytogether with such other duties as may, from time to time, be assigned, altered or modified by the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate and any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his best efforts and his full time and efforts attention to the business of the Company and will not engage in consulting work or any trade or business for his own account, or for or on behalf of any other person, firm or corporation, that competes, conflicts or interferes Company. Except with the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the prior written consent of the Board (which consent shall not be unreasonably withheld)Company’s Board, the Executive will not, during the Employment Period, undertake or engage in educationalany other employment, occupation, or business enterprise. Notwithstanding the foregoing, the Executive may at any time (1) engage in charitable and/or civic activities, including service as a board member (2) serve on corporate, advisory, civil or an advisorcharitable boards or committees, engage in public speaking and (3) manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities (4) deliver lectures and teach at educational institutions, so long as such activities do not interfere with adversely affect the Executive’s responsibilities under this Agreementperformance of his duties hereunder, and such determination shall be made at the discretion of the Board.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Technology Officer of the Company and shall oversee, direct and manage all technology and engineering related matters of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Technology Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a1) During the Employment Period, the The Executive shall be employed as Chief Executive Officer of both DFG and DFCthe Company’s Senior Vice President, Global Government Affairs. The Executive will also shall oversee, direct and manage the operations of the Company’s offices in Arlington, VA (the “DC Office”). The Executive shall report solely and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Company’s Chief Executive Officer. (b2) During The Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent in the positions of Senior Vice President, Global Government Affairs and manager of the DC Office, which may encompass different or additional duties as may, from time to time, be reasonably assigned by an individual serving as the Company’s Chief Executive Officer, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the Company’s Chief Executive Officer provided, however, the Executive’s duties and responsibilities shall be no less than those traditionally inherent in the positions of DFG and/or DFC in a corporation Senior Vice President, Global Government Affairs and manager of the size DC Office. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and nature policies of the Company and shall be assigned no duties or responsibilities any change thereof that are materially inconsistent with, or that materially impair his ability applicable to discharge, the foregoing duties and responsibilitiesemployees of the Company in general. (cb) During the Employment Period, the The Executive will devote substantially all of his her full business time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his her own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or materially interferes with the performance of his her duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Agreement. (c) Upon the termination of the employment relationship with the Company for any reason, the Executive shall be deemed to have resigned her position(s) as an officer of the Company and any subsidiaries thereof effective on the date of termination.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Operating Officer of the Company and shall oversee, direct and manage all operation matters of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Operating Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During The Executive shall be employed as the Employment PeriodExecutive Vice President of Finance and Operations of the Company and shall oversee, direct and manage the day-to-day operations of the Company as referenced on Exhibit A. The Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”). The Executive agrees to undertake the duties and responsibilities commensurate with the position of Executive Vice President of Finance and Operations, which may encompass such different or additional duties as may, from time to time, be reasonably assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the CEO, subject to the limitations on reduction of duties provided in Section 5(c) of this Agreement. Executive shall comply with all of the Company’s policies and procedures. On or about September 30, 2011, the Executive shall be appointed Chief Financial Officer (“CFO”) of the Company, subject however to approval by the Board of Directors of the Company and the Executives satisfactory performance as Executive Vice President of Finance and Operations, to be determined in the Company’s sole discretion; provided, however, that as a result of such occurrence, Executive agrees and acknowledges that he shall not be entitled to any additional compensation or benefits of any type, and that all the terms of this Agreement shall remain in full force and effect except that this Section 3(a) shall be revised to include that (i) the Executive shall be employed as Chief Executive Officer Vice President of both DFG Finance and DFC. The Executive will report solely Operations and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature CFO of the Company and shall be assigned no duties or responsibilities that are materially inconsistent withoversee, or that materially impair his ability direct and manage the day-to-day operations of the Company as referenced on Exhibit A; and, (ii) Executive agrees to discharge, undertake the foregoing duties and responsibilitiesresponsibilities commensurate with the position of CFO, which may encompass such different or additional duties as may, from time to time, be reasonably assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the CEO, subject to the limitations on reduction of duties provided in Section 5(c) of this Agreement. Executive shall comply with all of the Company’s policies and procedures. (cb) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the best of his ability, experience and talent to the business of the Company and will not engage Company. For the avoidance of doubt, during the Employment Period nothing in consulting work or any trade or business for his own accountthis Agreement shall preclude Executive from engaging, or for or on behalf of any other personso long as, firm or corporation, that competes, conflicts or interferes with in the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent reasonable determination of the Board (which consent shall not be unreasonably withheld)CEO, engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with his duties and responsibilities hereunder, in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property (provided that no such investment may exceed 5% of the Executiveequity of any entity, without the prior approval of the CEO or from serving, subject to the prior approval of the CEO, as a member of boards of directors or as a trustee of any other corporation, association or entity. The Executive agrees and acknowledges that he will be required to work at the Company’s responsibilities under this Agreementheadquarters in Clearwater, Florida.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Operating Officer of the Company and shall oversee, direct and manage the operations of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Operating Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Financial Officer of the Company and shall oversee, direct and manage the financial operations of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Financial Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. In addition, Executive acknowledges that, in addition to serving in his capacity as Chief Financial Officer of the Company, he shall serve as Executive Vice President and Chief Financial Officer of TerreStar Corporation (“TS Corp”) and shall undertake the duties and responsibilities inherent in such position as may be assigned by the CEO of TS Corp from time to time. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Marketing Officer of the Company and shall oversee, direct and manage all marketing matters of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Marketing Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During 2.1 The Employee shall occupy the Employment Period, position and perform the Executive shall duties of the [Insert Designation] and report to such person / role as may be employed as Chief Executive Officer of both DFG authorized by the Company and DFCnotified to the Employee. The Executive will report solely and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive Employee shall have all authorities, fulfill such general duties and responsibilities customarily exercised as are consistent with such position, and as are assigned to him/her from time to time by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size Management. Management senior leadership and nature directors of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilitiesCompany. (c) During the Employment Period, the Executive will 2.2 The Employee shall devote substantially all of his time his/her business time, attention and efforts energies to the business of the Company, and shall assume and perform efficiently such further responsibilities and duties as may be assigned or directed by the Management, from time to time. 2.3 The Employee shall be required to work for such number of hours per week as decided by the Company from time to time. 2.4 The Employee shall be responsible for and will not engage keep in consulting work safe custody any property of the Company such as tools, computers, laptops, UPS etc. The Employee shall be liable to return all such property upon termination of his/her Employment. 2.5 The Employee agrees that he/she will, at all times, while performing services for the Company, devote his/her best efforts, skill and ability and shall perform his/her responsibilities as an employee and Employee of the Company in a competent and professional manner. 2.6 The Company may review performance at its sole discretion and may provide or any trade or business for his own account, or for or on behalf of any other person, firm or corporation, that competes, conflicts or interferes with discontinue benefits and/or salary increments as per the performance review made by the Company. 2.7 The Employee further agrees that during the term of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete his/her employment with the Company’s , he/she shall not render any professional services or assume any commercial or Employee responsibilities of whatsoever nature to, or be employed with, or provide consultation to, any person or organization or in any other entity, whether or not for pecuniary gain and that he/she will not directly or indirectly engage in any Competing Competing Business corporation, or other entity which, wholly or in any significant part, engages in any business activities and so long as such activities do not interfere competing with the Executive’s responsibilities under Business of the Company and any future endeavors the 2.8 The Employee agrees to abide by the rules, regulations and the policies of the Company and any change thereof, which may be adopted by the Company, from time to time. The Employee is required to be familiar with and agree to comply with the Company's policies. The Employee shall be responsible to keep himself/herself updated with all the Company policies as they are subject to change from time to time and will be communicated verbally or electronically. 2.9 ee to represent the Company or liaise with legal or government authorities for Company related business matters, the Employee shall adhere to the law of the country as well as the ethical code of conduct that is defined by the Company. It shall be the responsibility of the Employee to be aware of the prevailing laws that govern such matters. 2.10 The Employee agrees that he/she shall not participate in any activity that constitutes an actual or potential conflict of interest with his/her employment with the Company at any time during the Employment Period. 2.11 Prior to executing this Agreement and beginning employment with the company the Employee is expected to be officially relieved from all employment obligations from any prior employers. To the extent that the Employee has not been officially relieved by all prior employers, employment with the company will be void ab initio and the company will have no further obligations pursuant to this Agreement.

Duties and functions. (a) During the Employment PeriodTerm (as defined below), the Executive shall be employed serve as the Executive Vice President of Research and Development and the Chief Medical Officer of the Company reporting directly to the Chief Executive Officer of both DFG and DFCthe Company. The Executive will report solely shall have such duties as determined by the Chief Executive Officer of the Company and directly as are customarily performed by an Executive Vice President of Research and Development and Chief Medical Officer, including as the head of a Research and Development program of a company similar to the Boards Company, and also have such other powers and duties as may be, from time to time, reasonably prescribed by the Board of Directors of DFG and DFC, respectively. The the Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) ). During the Employment PeriodTerm, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his working time and efforts to the business and affairs of the Company. During the Term, the Company and will not engage shall give the Executive appropriate support in consulting work or any trade or business for his own account, or for or on behalf of any other person, firm or corporation, that competes, conflicts or interferes with the performance of his duties hereunderduties. (b) The Executive agrees to observe and comply with the rules, policies and procedures of the Company as adopted by the Company from time to time. The Executive may continue to serve as a director of Cloverdale Press Inc.may, serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with his duties and responsibilities hereunder, invest, participate or engage in (for the Executive’s own account or for the account of others), or may possess an interest in, other financial ventures and investment and professional activities of any kind or description, independently or with others, including (i) charities and passive investments, (ii) investment in, or the acquisition or disposition of, securities or real estate, (iii) investment and management counseling, (iv) the provision of brokerage and investment banking services and (v) serving as officers, directors, representatives or agents of any entity, partners of any partnership, or trustees of any trust (and in each case may receive fees, commissions, remuneration, profits and reimbursement of expenses in connection with such ventures and activities), in each case provided that such Person does not expressly or implicitly represent that he is acting for the Company. (c) Executive will perform the services described herein from the Company’s office in Boston and shall be required to work from the Company’s primary office in New York City approximately 20% of the time. Executive shall travel to other locations as necessary for the performance of Executive's duties and responsibilities under this Agreementhereunder.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Technology Officer of the Company and shall oversee, direct and manage the technology matters of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Technology Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During the Employment Period, the Executive shall be employed as Chief Executive Officer the Vice-President of both DFG Finance and DFC. The Executive will Administration of the Company and shall report solely and directly to the Boards Chief Financial Officer (the “Supervisor”). Executive’s primary place of Directors employment shall be in a yet to be established HNRA office (“Primary Place of DFG Employment”). Notwithstanding the foregoing, (i) Executive must obtain advance written approval from Executive’s Supervisor if Executive desires to move Executive’s Primary Place of Employment to a different state, (ii) the Company and DFCExecutive shall periodically reevaluate Executive’s Primary Place of Employment, respectivelyand (iii) the Company and Executive shall reevaluate Executive’s Primary Place of Employment if circumstances change. The Company will use its commercially reasonable effortsNotwithstanding the foregoing, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (eachagrees that, as applicablea result of these periodic evaluations or changes in circumstance, the “Board”) for so long as he is employed by DFG and DFC in Company may request that Executive consent to work primarily or partially from the capacity of Chief Executive OfficerCompany’s facilities, which consent may not be unreasonably withheld. (b) During Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent in the position, which may encompass different or additional duties as may, from time to time, be assigned by an individual serving as Chief Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive Officer of DFG and/or DFC in a corporation may be altered or modified from time to time by Supervisor, or by the size Supervisor’s designee. Executive agrees to abide by the rules, regulations, instructions, personnel practices and nature policies of the Company and shall any change thereof which may be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, adopted at any time by the foregoing duties and responsibilitiesCompany. (c) During the Employment Period, the Executive will devote substantially all of his Executive’s full time and efforts to the business of the Company and will not not, without the consent of the Company, engage in consulting work or any trade or business for his Executive’s own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with the Executive’s responsibilities under this Agreementduties hereunder in any way.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as Chief Marketing Officer of the Company and shall oversee, direct and manage the marketing affairs of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Chief Marketing Officer, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During the Employment Period, the Executive shall be employed as initially render services to the Company, in the full-time position of Chief Financial Officer. Executive shall initially report to the Chief Executive Officer (“CEO”) of both DFG and DFCthe Company. The Executive will shall also report solely and directly to the Boards Board of Directors and, when requested, consult with and advise the other officers of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent to Executive’s position, which may encompass different or additional duties as may, from time to time, be assigned by an individual serving as Chief the CEO of the Company. The duties and responsibilities undertaken by Executive Officer of DFG and/or DFC may be altered or modified from time to time by the Company in a corporation its sole discretion. Executive agrees to abide by the size rules, regulations, instructions, personnel practices and nature policies of the Company and shall any change thereof which may be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, adopted at any time by the foregoing duties and responsibilitiesCompany. (c) During the Employment Period, the Executive will devote substantially all of his Executive’s full time and efforts to the business of the Company and will not not, without the consent of the Company, engage in consulting work or any trade or business for his Executive’s own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his Executive’s duties hereunderhereunder in any way. (d) Executive’s initial primary work location shall be a hybrid arrangement working either from home or on-site in the Company’s La Jolla, California office location. The Company reserves the right to reasonably require Executive may continue to perform Executive’s duties at places other than such primary work location from time to time (including without limitation traveling to and working at the Company’s office located in La Jolla, California), and to require reasonable business travel. (e) During Executive’s employment with the Company, it shall not be a violation of this Agreement for Executive to (a) serve on any civic or charitable boards or committees; (b) deliver lectures, fulfill teaching or speaking engagements; (c) manage personal investments; or (d) serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent member of the Board (board of directors of no more than one corporation without the CEO’s written approval, which consent shall not be unreasonably withheld)withheld provided, engage in educationalfurther, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do must not conflict or compete with occur during the Company’s regular business activities and so long as such activities do not hours, materially interfere with the Executive’s performance of Executive’s duties and responsibilities under this Agreement, or create an actual or potential conflict of interest with the Company.

Duties and functions. (a1) During the Employment Period, the The Executive shall be employed as Chief Senior Vice President, General Counsel, Secretary and Director of Corporate Development of the Company and shall perform such duties as are customarily performed by a person holding such positions. In his capacity as Senior Vice President, General Counsel, Secretary, the Executive Officer of both DFG and DFC. The Executive will shall report solely and directly to the Boards Company’s Board of Directors or such persons as designated by the Company’s Board of DFG and DFCDirectors. In his capacity as Director of Corporate Development, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive shall report directly to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Company’s Chief Executive Officer. (b2) During The Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent in the positions of Senior Vice President, General Counsel, Secretary and Director of Corporate Development, which may encompass different or additional duties as may, from time to time, be reasonably assigned by an individual serving as the Board of Directors or the Chief Executive Officer, and the duties and responsibilities undertaken by the Executive may be reasonably altered or modified from time to time by the Board of Directors or the Chief Executive Officer provided, however, the Executive’s duties and responsibilities shall be no less than those traditionally inherent in the positions of DFG and/or DFC in a corporation Senior Vice President, General Counsel, Secretary and Director of Corporate Development. The Executive agrees to abide by the size rules, regulations, instructions, personnel practices and nature policies of the Company and shall be assigned no duties or responsibilities any change thereof that are materially inconsistent with, or that materially impair his ability applicable to discharge, the foregoing duties and responsibilitiesemployees of the Company in general. (cb) During the Employment Period, the The Executive will devote substantially all of his full business time and efforts to the business of the Company and will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or materially interferes with the performance of his duties hereunder. The Executive may continue to serve as a director hereunder in any way. (c) Upon the termination of Cloverdale Press Inc., serve as a director of other for-profit corporations the employment relationship with the consent Company for any reason, the Executive shall be deemed to have resigned his position as an officer of the Board (which consent shall not be unreasonably withheld), engage in educational, charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking Company and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with subsidiaries thereof effective on the Company’s business activities and so long as such activities do not interfere with the Executive’s responsibilities under this Agreementdate of termination.

Duties and functions. (a) i. Executive shall be serve as Senior Vice President, General Counsel and Corporate Secretary of the Company and shall oversee, direct and manage the Legal and Business Affairs operations of the Company and shall have such other duties as may be assigned to Executive from time to time. Executive shall report to Xxxxx Xxxx, Chief Executive Officer of the Company. ii. Executive agrees to undertake the duties and responsibilities inherent in the position of Senior Vice President and General Xxxxxxx and Corporate Secretary, which may encompass different or additional duties as may, from time to time, be assigned, provided that, such duties are consistent with Executive’s seniority and experience. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. iii. During the Employment Period, the Executive shall be employed as Chief Executive Officer of both DFG and DFC. The Executive will report solely and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and will not not, without the prior written consent of the Company, engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The While Executive may continue renders services to serve as a director of Cloverdale Press Inc.the Company, serve as a director of other for-profit corporations Executive will not assist any person or entity in competing with the consent Company, in preparing to compete with the Company or in hiring any employees or consultants of the Board (which consent Company. Executive also agrees not to render any services to any third party that will impact his ability to perform his duties as outlined, nor will Executive perform any tasks for any third-party during work hours. Notwithstanding the foregoing, the Company acknowledges and agrees that Executive has an on-going obligation of cooperation with his prior employer that may require his time and attention from time to time. iv. It shall not be unreasonably withhelda violation of this Agreement for Executive to: subject to prior written approval by the board of directors of the Company (the “Board”), serve on civic or charitable boards or committees; deliver lectures, fulfill speaking engagements or teach at educational institutions; or engage in educational, charitable and/or civic personal investment activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not interfere with the performance of Executive’s responsibilities under this Agreementduties hereunder.

Duties and functions. (a) During the Employment Period, the (i) The Executive shall be employed as Senior Vice President, General Counsel and Secretary of the Company and shall oversee, direct and manage all legal matters of the Company. The Executive shall report directly to the Chief Executive Officer of both DFG the Company (the “CEO”). (ii) The Executive agrees to undertake the duties and DFCresponsibilities inherent in the position of Senior Vice President, General Counsel and Secretary, which may encompass different or additional duties as may, from time to time, be assigned by the CEO, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the CEO. In addition, Executive acknowledges that, in his capacity as Senior Vice President, General Counsel and Secretary of TerreStar, he shall serve as Senior Vice President, General Counsel and Secretary of Motient Corporation (“Motient”) and/or its direct or indirect subsidiaries or affiliates. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive will report solely agrees to abide by the rules, regulations, instructions, personnel practices and directly to policies of the Boards of Directors of DFG Company and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate any change thereof which may be adopted at any time by the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive OfficerCompany. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as President and Chief Executive Officer of both DFG the Company and DFCshall oversee, direct and manage all operations of the Company. The Executive will shall report solely and directly to the Boards Board of Directors of DFG and DFC, respectively. The the Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”). (ii) for so long as he is employed by DFG The Executive agrees to undertake the duties and DFC responsibilities inherent in the capacity position of President and Chief Executive Officer, which may encompass different or additional duties as may, from time to time, be assigned by the Board, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the Board. In addition, Executive acknowledges that, in addition to serving in his capacity as President and Chief Executive Officer of the Company, he shall serve as President and Chief Executive Officer of TerreStar Corporation (“TS Corp”) and shall undertake the duties and responsibilities inherent in such position as may be assigned by the Board of Directors of TS Corp from time to time. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s 's responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. (a) During the Employment Period, the Executive shall be employed as initially render services to the Company, in the full-time position of Chief Operating Officer. Executive shall initially report to the Chief Executive Officer of both DFG and DFC. The Executive will report solely and directly to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “BoardCEO”) for so long as he is employed by DFG and DFC in of the capacity of Chief Executive OfficerCompany. (b) During Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised inherent to Executive’s position, which may encompass different or additional duties as may, from time to time, be assigned by an individual serving as Chief the CEO of the Company. The duties and responsibilities undertaken by Executive Officer of DFG and/or DFC may be altered or modified from time to time by the Company in a corporation its sole discretion. Executive agrees to abide by the size rules, regulations, instructions, personnel practices and nature policies of the Company and shall any change thereof which may be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, adopted at any time by the foregoing duties and responsibilitiesCompany. (c) During the Employment Period, the Executive will devote substantially all of his Executive’s full time and efforts to the business of the Company and will not not, without the consent of the Company, engage in consulting work or any trade or business for his Executive’s own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his Executive’s duties hereunderhereunder in any way. (d) Executive’s initial primary work location shall be Robbinsville, New Jersey. The Company reserves the right to reasonably require Executive may continue to perform Executive’s duties at places other than such primary work location from time to time (including without limitation traveling to and working at the Company’s office located in La Jolla, California), and to require reasonable business travel. (e) During Executive’s employment with the Company, it shall not be a violation of this Agreement for Executive to (a) serve on any civic or charitable boards or committees; (b) deliver lectures, fulfill teaching or speaking engagements; (c) manage personal investments; or (d) serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent member of the Board (board of directors of no more than one corporation without the CEO’s written approval, which consent shall not be unreasonably withheld), engage in educationalprovided, charitable and/or civic activitiesfurther, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do must not conflict or compete with occur during the Company’s regular business activities and so long as such activities do not hours, materially interfere with the Executive’s performance of Executive’s duties and responsibilities under this Agreement, or create an actual or potential conflict of interest with the Company.

Duties and functions. (a) During the Employment Period, the Executive shall be employed as Chief Executive Officer Vice Chairman of both DFG the Company and DFCshall oversee, direct and manage the operations of the Company and engage in other responsibilities inherent within the position of Executive Vice Chairman. The Executive will shall report solely and directly to the Boards Board of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long or such persons as he is employed by DFG and DFC in the capacity of Chief Executive OfficerBoard may reasonably determine. (b) During Executive agrees to undertake the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving inherent in the position of Executive Vice Chairman, including the responsibilities commensurate with, and customary for, that position, and which may encompass different or additional duties as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall may, from time to time, reasonably be assigned no duties by the Board or responsibilities that are materially inconsistent with, or that materially impair his ability such persons as the Board may reasonably determine. Executive agrees to discharge, abide by the foregoing duties Company's written policies and responsibilitiesprocedures in the administration of Executive's duties. (c) During the Employment Period, the Executive will devote substantially all of his reasonable time and efforts to the business of the Company with the understanding that Executive will continue to devote time and efforts to Xxxxxxx Automotive Group. Other than the work performed for Xxxxxxx Automotive Group, Executive will not engage in consulting work or any trade or business for his Executive’s own account, account or for or on behalf of any other person, firm or corporation, that competes, conflicts corporation to the extent such activities materially or interferes substantially conflict or interfere with the performance of his Executive’s duties hereunder. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board . (which consent d) It shall not be unreasonably withheld)a violation of this Agreement for Executive to: serve on civic or charitable boards or committees; deliver lectures, fulfill speaking engagements or teach at educational institutions; or engage in educational, charitable and/or civic personal investment activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and so long as such activities do not materially or substantially interfere with the performance of Executive’s responsibilities under this Agreementduties hereunder.

Duties and functions. (ai) During the Employment Period, the The Executive shall be employed as President & Chief Executive Officer of both DFG the Company and DFCshall oversee, direct and manage all operations of the Company. The Executive will shall report solely and directly to the Boards Board of Directors of DFG and DFC, respectively. The the Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”). (ii) for so long as he is employed by DFG The Executive agrees to undertake the duties and DFC responsibilities inherent in the capacity position of President & Chief Executive Officer, which may encompass different or additional duties as may, from time to time, be assigned by the Board, and the duties and responsibilities undertaken by the Executive may be altered or modified from time to time by the Board. In addition, Executive acknowledges that, in his capacity as President & Chief Executive Officer of TerreStar, he shall serve as President & Chief Executive Officer of Motient Corporation (“Motient”) and/or its direct or indirect subsidiaries or affiliates. The Executive, however, acknowledges he shall not be entitled to any additional compensation solely for performing such duties and responsibilities inherent in these positions beyond the compensation provided pursuant to this Agreement. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. (b) During the Employment Period, the Executive shall have all authorities, duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his full time and efforts to the business of the Company and and, except as expressly provided herein, will not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunderhereunder in any way. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement. The Company acknowledges that the Executive currently serves on the board of directors of the companies and organizations listed on Schedule A attached hereto (the “Other Company Board Obligations”) and that the Other Company Board Obligations do not violate the terms of this Agreement. The Executive acknowledges that he does not reasonably expect that such Other Company Board Obligations will violate the terms of this Agreement during the Executive’s employment with the Company. The Company acknowledges that, in addition to the Other Company Board Obligations, from time to time, the Executive may be asked to serve on the board of directors of other companies or organizations. The Company and the Executive agree that, subject to the prior written approval of the Company, which shall not be unreasonably withheld, the Company shall permit the Executive to serve on the boards of up to two public companies and not more than four (4) boards in total at any one time (including the Other Company Board Obligations); provided, however, that, with respect to the Other Company Board Obligations and any additional board positions maintained by the Executive, such services (i) do not materially interfere with or materially affect the Executive’s service to the Company, (ii) do not otherwise create a situation where a conflict of interest or ethical concerns are likely to be created and (iii) are not for companies or organizations that compete directly with the Company’s business as then conducted.

Duties and functions. 3.1 The Executive agrees to undertake the duties and responsibilities inherent in the position of President and Chief Executive Officer, which may encompass different or additional duties as may, from time to time, be assigned, altered or modified by the Board. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof that may be adopted at any time by the Board. 3.2 The Executive shall provide such financial information, including monthly financial summaries, annual financial statements, annual budgets and reports regarding events which may materially adversely affect the Company’s financial results or operations, to certain of the holders of the capital stock of the Company, as set forth in Section 3.1 of that certain Investor’s Rights Agreement, by and among the Company, the Series A Investors (a) as defined therein), the Series B Investors (as defined therein), the Founder (as defined therein), Davidson Capital Group, LLC, and Xxxx Xxxxxxx, dated as of the date hereof. 3.3 During the Employment Period, the Executive shall be employed as Chief Executive Officer of both DFG devote his full time and DFC. The Executive will report solely and directly attention to the Boards of Directors of DFG and DFC, respectively. The Company will use its commercially reasonable efforts, subject to stockholder vote, to nominate the Executive to the boards of directors of both DFG and DFC (each, as applicable, the “Board”) for so long as he is employed by DFG and DFC in the capacity of Chief Executive Officer. (b) During the Employment Period, the Executive shall have all authorities, performing his duties and responsibilities customarily exercised by an individual serving as Chief Executive Officer of DFG and/or DFC in a corporation the size and nature of the Company hereunder and shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair use his ability to discharge, the foregoing duties and responsibilities. (c) During the Employment Period, the Executive will devote substantially all of his time and best efforts to further the business of the Company and will Company. The Executive shall not engage in consulting work or any trade or business for his own account, account or for or on behalf of any other person, firm or corporation, corporation that competes, conflicts or interferes with the performance of his duties hereunder in any way. The Company acknowledges that the Executive shall, during the Employment Period, continue to be involved in the business and operations of Sterling Cellular, Inc., a Maryland corporation (“Sterling Cellular”) for so long as such involvement does not interfere with the Executive’s performance of his duties hereunder. Such involvement shall be deemed to be non-competitive and shall not constitute a breach of this Section 3.3 or Section 9.1, provided that Sterling Cellular is not and does not engage in performance based Internet direct marketing activities during the term of this Agreement and for one (1) year thereafter. The Executive may continue to serve as a director of Cloverdale Press Inc., serve as a director of other for-profit corporations with the consent of the Board (which consent shall not be unreasonably withheld), engage in educational, non-competitive business or charitable and/or civic activities, including service as a board member or an advisor, engage in public speaking and manage his family and personal affairs, including any investments, provided that any such activities do not conflict or compete with the Company’s business activities and for reasonable periods of time each month so long as such activities do not interfere with the Executive’s responsibilities under this Employment Agreement.