Common use of Duties and Responsibilities Clause in Contracts

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period, and to modify devote substantially all of Employee’s business time and attention to the Company and its Affiliates and the promotion of its business and interests. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Affiliates are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed hereunder with the title Chief Legal Officer of the Company with such duties and responsibilities of Employeecustomarily associated with this position under Delaware law, Employee's powersas directed by, duties and responsibilities shall initially consist of such powersreporting solely to, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report , and if required by law or listing rules, to the Company’s Board of Directors. Executive agrees to cooperate with requests of the Company to provide services to the Company’s Affiliates in accordance with Company policies. (b) During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and others at diligently serve the direction Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not (i) be permitted to become employed by, or to render services for or to, any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term the Employee agrees Company and its Affiliates as contemplated by this Agreement); provided that he will [i] devote nothing herein shall preclude Executive from (x) engaging in charitable, educational, industry or community affairs, (y) managing his best efforts and all his skill and ability personal investments, or (z) providing consulting services as specifically described in writing to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests Chief Administrative Officer of the Company. During Company in January 2016, to the Term it shall extent that such activities do not be a violation either violate Section 7 of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagementsAgreement, or to manage his personal passive investments, so long as such activities [individually interfere in any material way (either at any time or collectively] do not interfere cumulatively) with the performance of Executive’s duties hereunder. (c) Executive shall relocate his residence to the Employee's responsibilities as an employee of the CompanyNew York City metropolitan area before July 30, 2016.

Duties and Responsibilities. a. The Employee shall initially serve as Chief Executive Financial Officer ["CEO"] (“CFO”) of the CompanyCompany during the Term. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of The Employee, Employee's ’s powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer CFO of a company and division similar in size and stature of to the Company. The Employee shall report to the Company’s CEO and the Company’s Board of Directors (the Company “Board”) and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his Employee’s duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he Employee will [(i] ) devote his Employee’s best efforts and all his Employee’s skill and ability to the performance of his Employee’s duties hereunder; [(ii] ) carry out his Employee’s duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his Employee’s personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's ’s responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period, and to modify devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of Employeethe Company and its Affiliates are conducted in compliance with all applicable laws, Employee's powers, duties rules and responsibilities regulations in all material respects. Executive shall initially consist be employed hereunder with the title Executive Vice President of Business Development of the Company with such powers, duties and responsibilities as were being performed directed from time to time by Employee for the Company immediately prior and reporting solely to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the CompanyOfficer. The Employee shall report Executive agrees to the Board cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates (including Harbinger Group Inc. and others at its Affiliates) in accordance with Company policies. (b) During the direction Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder, it being understood that Executive also performs services related to Concurrent Computer Corporation, DragonWave, and MRV Communications (“Entities”). For the avoidance of doubt, during the Employment Period except for services related to the Entities, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as board of directors of any Person (other than the Board shall reasonably require. Notwithstanding anything contained herein to the contraryCompany, the Employee shall not be required to perform Entities, charitable or nonprofit organizations), in any act which would constitute or require case without the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term Company and its Affiliates as contemplated by the Employee agrees Agreement); provided that he will [i] devote nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his best efforts and all his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties extent that such other activities do not, subject to Section 7, conflict in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee Prior to the Closing, Executive shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority Company and a member of the Board of Directors of (the Company ["Board"] to modify ) and following the duties Closing, Executive shall serve as President and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at a member of the Board. In this position, Executive shall report directly to the Board. Executive agrees to perform such duties as are consistent with his position subject to the direction of the Board at such time and in such detail as the Board Board. Executive shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to devote substantially all of his business time, attention and effort to the Company's business and affairs and perform any act which would constitute or require diligently his duties hereunder, all subject to the violation direction of any federalthe Board, state or local lawtogether with such other duties as may be reasonably requested from time to time by the Board. Subject to the terms of the Employee Invention Assignment and Confidentiality Agreement referred to in Section 7, rule, regulation, ordinance this shall not preclude Executive from serving on community and civic boards or the like. Any substantial change corporate boards on which Executive currently serves, or participating in Employee's duties or titleindustry associations, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote provided such activities do not less than an average of forty [40] hours per week to carrying out unreasonably interfere with his duties hereunder and to the business of the Company, and during the Term the Employee . Executive agrees that he will [i] devote his best efforts and all his skill and ability to not join any additional boards, either community, civic or industry, without the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests prior approval of the Board. Executive's primary place of work shall be the Company's facility (to be identified) in Carlsbad, California, or such other location within San Diego County as may be designated by the Board from time to time. During Executive shall also render services at such other places within or outside the Term it United States as the Board may direct from time to time, however, Executive's primary place of work shall not be a violation of this Agreement for relocated more than fifty (50) miles from the Employee to serve on civic or charitable boards or committeesCarlsbad, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the EmployeeCalifornia area without Executive's responsibilities as an employee of the Companyprior consent.

Duties and Responsibilities. a. Employee (a) During the Term, Executive shall initially be employed by the Company as its Secretary Treasurer/Compliance Director and shall serve on the Board of Directors of STSH, and Executive shall perform such duties, and have such powers, authority, functions, duties and responsibilities for the Company, Capital Investment Services, Inc. ("CIS") and CIS Asset Management, Inc. ("CISAM") (collectively the "Affiliates") as Chief Executive Officer ["CEO"] are commensurate and consistent with employment as the Secretary Treasurer/Compliance Director of the Company. b. Subject (b) Executive's employment with the Company shall be full-time and exclusive, except as noted in Section 2(c) below. During the Term, Executive shall, except as noted in Section 2(c) below and during periods of vacation, sick leave, or other duly authorized leave of absence, devote the whole of Executive's time, attention, skill, and ability to the authority faithful and diligent performance of such duties and the exercise of such powers as may from time to time be assigned to the faithful and diligent performance of such duties and the exercise of such powers as may from time to time be assigned to or vested in Executive by the Company's Board of Directors. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for the Affiliates or any business entity controlling, controlled by, or under common control with the Company, and to accept such office or position with any Affiliate as the Board of Directors may require, including, but not limited to, service as an officer or director of the Company ["Board"] to modify the duties and responsibilities or any Affiliate. Executive shall comply with all applicable policies of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately and Affiliates. (c) The Executive shall not, at any time during the Employment, engage in any other business activities, except that the Executive shall be entitled: (i) to continue with such activities as the Executive has carried on prior to the execution of this Agreement Term, including making and managing her personal and family investments and participating in other business, church or as are customary to the office civic activities, provided that such activities do not include a beneficial ownership interest in a competitor, supplier or customer of the Chief Company other than an investment in a publicly traded company of which Executive Officer is not an employee, officer, director or partner that does not exceed 5% of a company the outstanding voting shares of such company; (ii) to serve on civic boards, non-profit boards, charitable boards or committees and trade associations or similar boards or committees; and (iii) to serve on for-profit business boards of directors subject to approval by the Company's Board of Director's, which consent shall not unreasonably be withheld or delayed. (d) Executive's services shall be primarily performed at the Company's offices in size Miami, Florida and stature shall be performed from time to time at any other location of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in EmployeeExecutive's duties or title, without Employee's consent, services shall be construed subject to such travel requirements as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability are reasonably necessary to the performance of his Executive's duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period. During the Employment Period, Executive agrees to modify use his reasonable best efforts to ensure that the duties business and responsibilities activities of Employeethe Company and its Affiliates are conducted in compliance with all applicable laws, Employee's powers, duties rules and responsibilities regulations in all material respects. Executive shall initially consist be employed on a full-time basis hereunder with the title Chief Legal Officer of the Company with such powers, duties and responsibilities as were being performed assigned from time-to-time by Employee for the Company immediately prior Company. Executive shall have the authority and powers customarily associated with such position or provided under applicable law and shall report directly to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of the Company and, where required under applicable law, code or rules of professional conduct, or listing rules (collectively and separately a company similar in size and stature of “Professional Obligation”), to the Company. The Employee shall report to ’s Board of Directors, the Board committee with appropriate jurisdiction, or the lead independent director. Executive agrees to cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates in accordance with Company policies, including as a director or corporate secretary of such Affiliates, without additional compensation. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and others at diligently serve the direction Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not (i) be permitted to become employed by or render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, or (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and during its Affiliates as contemplated by the Term the Employee agrees that he will [i] devote Agreement); provided that, subject to Section 7, nothing herein shall preclude Executive from engaging in charitable, educational, professional organization or community affairs (including pro xxxx or court-assigned legal services pursuant to his best efforts Professional Obligation) and all managing his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as extent that such other activities [individually or collectively] do not interfere conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve will be primarily responsible for leading the Company’s oncology research group located in Valencia, California. Employee will devote as much of his time as is necessary to properly supervise and lead these efforts. It is anticipated that Employee will be present in the Valencia facility at least once per month during the term of this Agreement. Employee may receive reasonable additional duties and special assignments as determined by the Chief Executive Officer ["CEO"] Officer. b. Employee will no longer have other duties and responsibilities, and will no longer maintain a dedicated office in the Company’s New Jersey facilities. Employee will not be a member of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by ’s Executive Leadership Team (“ELT”). Employee for the Company immediately prior to the execution of acknowledges that this Agreement or as are customary to the office of the Chief Executive Officer of represents a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial material change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowhis job duties. c. The During any period of time that the Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to remains in the business employ of the Company, and during the Term excluding any periods of paid time-off to which the Employee agrees that he is entitled, the Employee will [i] devote his best efforts and all his skill productive time, ability, attention, and ability effort to the performance of his duties hereunder; [ii] carry out his duties in a competent business and professional manner; and [iii] generally promote the interests affairs of the Company. During Company and the Term it discharge of the responsibilities assigned to him hereunder. d. It shall not be a violation of this Agreement for the Employee to (a) serve on corporate, civic or charitable boards or committees, to perform (b) deliver lectures, fulfill speaking engagementsengagements or teach at educational institutions, (c) manage personal investments, or to manage his personal passive investments(d) engage in activities permitted by the policies of the Company or as specifically permitted by the Company, so long as such activities [individually or collectively] do not significantly interfere with the full time performance of the Employee’s responsibilities in accordance with this Agreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) during the Term shall not thereafter be deemed to interfere with the performance of the Employee's ’s responsibilities as an employee of to the Company. It shall not be a violation of this Agreement for the Employee to spend reasonable time seeking an alternative position, including time for necessary travel and meetings.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the (a) The duties and responsibilities of Employeethe Executive shall be of an executive nature as shall be required by the Employer in the conduct of its business and shall be performed by Executive on a part-time basis. The Executive’s powers and authority shall be as prescribed by the bylaws of the Employer, Employee's powersif applicable, duties and responsibilities shall initially consist include all those presently delegated to the Executive, together with the performance of such powers, other duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature the Employer may from time to time assign to the Executive not inconsistent with the Executive’s position(s) with the Employer. The Executive recognizes, that during the period of the Company. The Employee shall report Executive’s employment hereunder, the Executive owes an undivided duty of loyalty to the Board of Employer, and agrees to devote the Company and others at the direction of the Board at such Executive’s entire business time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein attention to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation performance of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's said duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and responsibilities and to use the Executive’s best efforts to promote and develop the business of the CompanyEmployer. Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Employer and the goodwill pertaining thereto, the Executive shall perform her duties under this Agreement professionally, in accordance with the applicable laws, rules and during regulations and such standards, policies and procedures established by the Term Employer and the Employee agrees industry from time to time. The Executive will not perform any duties for any other business without the prior written consent of the Employer, but may engage in charitable, civic or community activities, provided that he will [i] devote his best efforts such duties or activities do not materially interfere with the proper performance of the Executive’s duties under this Agreement. (b) Notwithstanding that this Agreement provides for the employment of the Executive in the Executive’s capacity as the Executive Vice President and all his skill and ability Secretary of the Bank, nothing herein contained shall assure the Executive of, nor in any manner shall be construed to constitute an agreement by the Employer to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests continued employment of the Company. During Executive after the Term it shall not be a violation expiration or termination of this Agreement for the Employee to serve on civic in such capacity or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Companyin any other capacity.

Duties and Responsibilities. a. Employee (a) During the Employment Period, Executive shall initially be employed and serve as Chief the Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors Vice President, General Counsel and Corporate Secretary of the Company ["Board"] reporting directly to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company (the “CEO”). In such position, Executive shall perform such duties, functions and others at responsibilities during the direction of Employment Period, commensurate with Executive’s position, as reasonably and lawfully directed by the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowCEO. c. The Employee (b) Executive shall devote not less than an average substantially all of forty [40] hours per week to carrying out his duties hereunder Executive’s business time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his Executive’s duties hereunder; [ii] carry out his duties in a competent under this Agreement, render such services to the best of Executive’s ability, and professional manner; and [iii] generally use Executive’s reasonable best efforts to promote the interests of the Company (which, for all purposes of this Section 3(b), shall mean the Company and its subsidiaries (together the “Company Group”)). Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Employment Period that (i) conflicts with the interests of the Company or its subsidiaries, (ii) interferes with the proper and efficient performance of Executive’s duties for the Company, or (iii) interferes with the exercise of Executive’s judgment in the Company’s best interests. During Notwithstanding the Term foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (iv) with the Employee advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on corporate boards or committees, (v) serve on civic or charitable boards or committeescommittees (vi) deliver lectures, to perform fulfill speaking engagementsengagements or teach at educational institutions, or to (vii) manage his personal passive investments, including real estate investments, so long as such activities [individually or collectively] do not interfere with or detract from the performance of Executive’s responsibilities to the Employee's responsibilities as an employee Company in accordance with this Agreement, and provided that any real estate investments or activities, other than ownership, management, and/ or rental of the Companypersonal homes or vacation properties, shall be limited to passive, non-controlling investments and activities.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, ’s duties and responsibilities shall initially consist of such powersbe those normally associated with Employee’s position as the Chief Strategy Officer, plus (subject to § 4(d)(2)) any additional duties and responsibilities that Employer’s President or The Pulse Network, as were being performed the sole shareholder acting in lieu of Employer’s Board of Directors under a unanimous shareholder declaration (herein referred to as the “Shareholder”), from time to time may assign orally or in writing (provided that any oral assignment of duties or responsibilities shall be promptly confirmed to Employee in writing) to Employee, which (subject to § 4(d)(2)) shall include but not be limited to, three (3) product launches during each year of employment (provided that Employer properly allocates its budget and resources to facilitate such product launches). Employee agrees that any such assignment from the Shareholder may be given by Employee for the Company immediately prior to the execution Shareholder’s Board of this Agreement or as are customary to the office of the Directors, Chairman, Chief Executive Officer of a company similar in size and stature of the Companyor President. The Employee shall report to the Board Employer’s President and President of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably requireThe Pulse Network. Notwithstanding anything contained herein to the contrary, the Employee shall not be required undertake to perform any all his duties and responsibilities hereunder in good faith and shall at all times act which would constitute or require in the violation course of any federal, state or local law, rule, regulation, ordinance or Employee’s employment under this Agreement in the likebest interest of Employer and The Pulse Network. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote work an average of not less than 40 hours per week for the first three (3) months of employment hereunder and shall work an average of forty [40] not less than 20 hours per week thereafter (excluding failures to carrying out his duties hereunder and work such hours due to the business of the Companyillness, incapacity, vacations, incidental civic activities, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his incidental personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Companytime).

Duties and Responsibilities. a. Employee A. It is understood and agreed that the Consultant is an independent contractor and that the Consultant shall initially serve perform his duties in compliance with and subject to the direction of, and shall engage in such assignments as Chief Executive Officer [are assigned to him from time to time by the Board of Directors ("CEOthe Board"] ) of the Company. b. B. The Consultant shall, for all purposes including all applicable federal, state and local income and employment taxes and withholding regulations, be deemed to be an independent contractor. The Consultant shall file all tax returns and pay all relevant taxes to federal and state and local jurisdictions in respect of his consulting fee and as though he were an independent contractor. C. The Consultant shall initially serve as Director of Operations of the Company with day to day responsibility and authority for management of the Company's business and affairs, subject to the direction of the Board ("Board"). D. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employeethe Consultant, Employeethe Consultant's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for reasonably associated with the Company immediately prior to the execution position of this Agreement or as are customary to the office Director of the Chief Executive Officer Operations of a company similar in of the size and stature nature of the Company. The Employee Consultant shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee Consultant shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. E. The Employee Consultant shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee Consultant agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the Company. During the Term it . F. The Consultant's services initially shall not be a violation of this Agreement for the Employee performed in New York City subject to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee necessary travel requirements of the Company.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as hold the office of Treasurer and Chief Executive Officer ["CEO"] of the CompanyFinancial Officer. b. Subject (b) The Executive shall have such powers, duties and responsibilities as are assigned to the authority of him from time to time by the Board of Directors of the Company [(the "Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement ) or as are customary to the office of the Chief Executive Officer of a company similar provided in size and stature of the Company's By-Laws consistent with the Executive's position as designated in clause (a) above. The Employee Executive shall report to the Board of and to the Company and others at the direction of the Board President at such time times and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to , provided that the contrary, the Employee Executive shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. (c) The Employee Executive shall devote not less than an average of forty [40] ___ hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee Executive agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee Executive to serve as an officer or employee of another company or on the board of directors of another corporation, to serve on the board of a cooperative apartment, to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Company in accordance with this Agreement. (d) The Executive's services shall be performed at the Company's executive offices in Hillsborough Township, New Jersey, or at such other location(s) as the Board may reasonably agree upon, from time to time, subject to necessary travel requirements of his position and duties hereunder. The Executive shall not be required to relocate without his prior consent.

Duties and Responsibilities. a. Employee (a) Executive agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall initially serve be employed hereunder as Chief Financial Officer and an Executive Vice President of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer ["CEO"] of the Company. b. Subject to Company (“CEO”) or the authority President of the Company (“President”) or the Board of Directors of the Company ["(the “Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities ”). Executive shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior report directly to the execution of this Agreement or as are customary to CEO and the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowPresident. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying (b) During the Term, Executive will carry out his duties hereunder as Executive Vice President and to Chief Financial Officer in the business Company’s headquarters in New York City, or any future headquarters of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as Chief have the position of Vice President of Finance, Secretary and Treasurer. The Executive Officer ["CEO"] shall assume similar positions at one or more members of the CompanyGroup if requested to do so by the Company CEO. The Executive shall report to the Company CEO or such other officer of the Company as designated from time to time by the Company CEO at such times and in such detail as such officer shall reasonably require. b. Subject (b) The Executive shall perform such duties and responsibilities customary to his office and as are reasonably necessary to the operations of the Company and the Group and as may be assigned to him from time to time by or under authority of the Board of Directors of the Company [(the "Board"] to modify the duties ) and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or CEO, consistent with his positions as are customary to the office of the Chief Executive Officer of a company similar designated in size and stature of the Company. paragraph 3(a) above. (c) The Employee shall report to the Board of Executive's employment by the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, full-time and during the Term Term, the Employee Executive agrees that he will [(i] ) devote all of his business time and attention, his best efforts efforts, and all his skill and ability to promote the performance interests of his duties hereunderthe Group; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] generally promote the interests ) work with other employees of the CompanyGroup in a competent and professional manner. During Notwithstanding the Term it foregoing, the Executive shall not be permitted to engage in other business activities (as an active participant or a violation of this Agreement for the Employee to serve passive investor), including without limitation, serving on civic or charitable boards or committees, to perform and committees and performing speaking engagements, or to manage his personal passive investments, so long as provided that such activities [are not rendered for a company which transacts business with any member of the Group or engages in business competitive with that conducted by any member of the Group (or, if such company does transact business with a member of the Group or does engage in a competitive business, it is a publicly held corporation and the Executive owns less than 1/4 of 1% of its outstanding shares) and further provided that such activities (individually or collectively] ) do not materially interfere with the performance of his duties or responsibilities under this Agreement. (d) The Executive's services hereunder shall be performed at the Employee's responsibilities as an employee offices of the CompanyCompany in Morton, Illinois, subject to necessary travel requirements of his position and duties hereunder. The Executive shall not be required to relocate without his prior written consent.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a Chief Technology Officer of Employeea U.S. listed public company with primary operations in the People’s Republic of China. During the term of his Employment, Employee's powers, duties Executive shall report to the Company’s Chief Executive Officer and responsibilities the board of directors of the Company (the “Board”) (including any designated audit or other committee thereof). Executive shall initially consist of also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Board and Chief Executive Officer of a company similar in size Officer, as long as such duties and stature responsibilities are consistent with those of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below’s Chief Technology Officer. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Articles of Incorporation and professional manner; and [iii] generally promote the interests Bylaws of the Company, as amended and restated from time to time), and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. During The Executive shall not, without the Term it prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be a violation of this Agreement for concerned or interested in any business or entity that engages in the Employee to serve on civic same business in which the Company or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance any member of the Employee's responsibilities as an employee Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Companyoutstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the 5.1. The duties and responsibilities of Employee is required to carryout all duties that are normally associated with employment in the Employer as the Employer may direct. The primary responsibilities are set out in Schedule 1 hereto. 5.2. The Employee agrees to comply with the Employer’s decision should it consider it necessary or appropriate to change the Employee’s job title, Employee's powersreporting relationships, job duties and responsibilities responsibilities, the legal entity that employs the Employee and the jurisdiction where the Employee is expected to perform his duties (despite location of his residence) on the basis of the Employee’s performance or the Employer’s business requirements. Any such change shall initially consist of such powers, duties and responsibilities as were being performed by Employee for not be deemed to violate the Company immediately prior to the execution terms of this Agreement or as are customary constitute any basis for constructive or involuntary termination of employment, provided that the Employee’s base salary is not reduced and the Employee’s other remuneration for services rendered to the office Employer is not substantially reduced. 5.3. During the subsistence of this Agreement, the Employee shall devote full working time, attention and energy to the performance of the Chief Executive Officer of a company similar in size and stature of the Companyduties assigned to him. The Employee shall report not, whether directly or indirectly, be employed, engaged, concerned or interested in any manner whatsoever in any trade, business or professionother than the businessof the Employer or accept any appointment to any office (including directorships) whether for gain or otherwise without the written consent of the Employer. Should the Employee receive written consent under this clause to conduct any such external activity, he shall not utilize the assets, resources and time of the Employer for such external activities. 5.4. The Employee shall, at all times, be subject to and bound by the policies, rules and regulations of the Employer as may be updated from time to time unilaterally by the Employer or as may be brought to the Board notice of the Company and others at Employee by the direction Employer. 5.5. The Employee shall not have the right or the authority to make any representation, contract or commitment for or on behalf of the Board at such time and Employer without obtaining the prior written permission of the Employer in such detail as this regard. In the Board shall reasonably require. Notwithstanding anything contained herein to event the contraryEmployer is held liable for any damage, loss, claim or action arising directly or indirectly from any action of the Employee in violation of this clause, the Employee shall not be required to perform any act which would constitute or require indemnify the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and Employer to the business of maximum extent permissible under the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement laws for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Companytime being in force in India.

Duties and Responsibilities. a. (a) During the Term, Employee agrees to be employed and devote substantially all of Employee’s business time and efforts to the Company and the promotion of its interests and the performance of Employee’s duties and responsibilities hereunder as Senior Vice President, Finance of Cable Networks Group, upon the terms and conditions of this Agreement. Employee shall initially serve perform such lawful duties and responsibilities as directed from time to time by the Chief Executive Financial Officer ["CEO"] of the CompanyCompany (“CFO”). b. Subject (b) During the Term, Employee shall report directly to the authority CFO or the CFO’s designee. Employee acknowledges that Employee’s duties and responsibilities shall require Employee to travel on business to the extent necessary to fully perform Employee’s duties and responsibilities hereunder. It is anticipated that Employee shall physically be on Company premises (or traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). (c) During the Term, Employee shall use Employee’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Employee’s duties and responsibilities hereunder; provided, however, Employee may manage Employee’s personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Employee’s duties hereunder, and are not in conflict with the business interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Employee shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the consent of the Company (for all purposes under this Agreement, any required consent of the Company shall be evidenced by a duly authorized resolution of the Board of Directors of the Company ["(the “Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below”). c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee During the Employment Period, the Executive shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size FGX Holdings and stature each of the Companyits subsidiaries. The Employee Executive shall report to the Board of Directors of FGX Holdings (the Company “Board”) and others at shall perform such duties and have such responsibilities and authority as are typically afforded a chief executive officer and as may otherwise reasonably be assigned and delegated to him from time to time by the direction Board. The Executive shall serve as a member of the Board during that portion of the Employment Period during which FGX Holdings remains a privately held company. FGX Holdings shall use best efforts if FGX Holdings shall become publicly held at such any time and in such detail during the Employment Period to maintain the Executive on the Board at each stockholders meeting held during his period of service as the Board shall reasonably require. Notwithstanding anything contained herein Chief Executive Officer of FGX Holdings at which his election to the contrary, the Employee Board is submitted to a vote of stockholders. The Executive shall not be required to at all times perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and responsibilities honestly, diligently, in good faith and to the business best of his ability. The Executive shall observe and comply with all of the Companyrules, regulations, policies and during procedures established by the Term Company from time to time and all applicable laws, rules and regulations imposed by any governmental or regulatory authorities from time to time. The Executive’s employment by the Employee Company shall be full-time and exclusive and the Executive agrees that he will [i] devote his best efforts full business time, attention and all his skill and ability energies to the performance of his duties obligations hereunder; [ii] carry out his duties . Notwithstanding anything to the contrary set forth herein, the Executive shall be permitted during the Employment Period to (a) engage in charitable and civic activities, (b) serve as a competent and professional manner; and [iii] generally promote the interests member of the Company. During the Term it shall board of directors of not be a violation of this Agreement more than two additional for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to profit corporations and (c) manage his personal passive investments, so long provided (i) such personal passive investments are not in a company or companies which engage in any business which is similar to or competitive with the business which the Company or any of its affiliates are engaged in or are then planning to engage in, (ii) such investments represent the beneficial ownership of less than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market, and (iii) neither the Executive nor any group of persons including the Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations or otherwise takes part in its business other than exercising his right as a shareholder, and in the case of (a), (b) and (c), such activities [do not individually or collectively] do not in the aggregate interfere with the performance of the Employee's Executive’s duties and responsibilities as an employee of under this Agreement. The Executive shall be based at the Company’s headquarters in Smithfield, Rhode Island, subject to such travel to other geographic locations as may be necessary to fulfill his obligations under this Agreement.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a Chief Technology Officer of Employeea U.S.-listed public company with its primary operations in the People’s Republic of China. As Chief Technology Officer of the Company, Employee's powers, duties the Executive shall be primarily responsible for managing the day-to-day system development and maintenance matters of the Company and each member of the Group as well as all tasks and responsibilities normally associated with the offices of Chief Technology Officer of a company of similar size and nature to the Company. During the term of his or her Employment, Executive shall initially consist report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board ’s director of the Company board and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowChief Technology Officer. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder or her working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his or her duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Memorandum and professional manner; and [iii] generally promote the interests Articles of Association of the Company. , as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the Term it term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for the Employee no additional compensation, to serve on civic the Board or charitable such boards or committeesof directors. Upon the end of the Term for any reason, Executive agrees to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere immediately resign from the Board and from all other board positions and offices Executive holds with the performance of Company or with any Group member unless otherwise agreed upon between the Employee's responsibilities as an employee of the CompanyCompany and Executive.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as Chief Executive Officer ["CEO"] have the position of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of EmployeeVice President, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the CompanyGeneral Counsel. The Employee Executive shall report to the Board Chief Financial Officer of the Company and others at (the direction of the Board "CFO"), at such time times and in such detail as the Board CFO shall reasonably require. Notwithstanding anything contained herein . (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his offices and as are necessary to the contrary, operations of the Employee shall not Company and its subsidiaries and as may be required assigned to perform any act which would constitute him from time to time by or require under authority of the violation of any federal, state or local law, rule, regulation, ordinance CFO or the like. Any substantial change Chief Executive Officer of the Company ("CEO"), consistent with his position as designated in Employeeparagraph 3(a) above. (c) The Executive (i) will use his best efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements requested by the CEO and/or CFO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the written approval of the CEO. (d) The Executive's duties or title, without Employee's consent, employment by the Company shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder full-time and to the business of the Companyexclusive, and during the Term Term, the Employee Executive agrees that he will [(i] ) devote all of his business time and attention, his best efforts efforts, and all of his skill and ability to promote the performance interests of his duties hereunder; [the Company and its subsidiaries, (ii] ) carry out his duties in a competent and professional manner; , and [(iii] generally promote the interests ) work with other employees of the CompanyCompany and its subsidiaries in a competent and professional manner. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted to serve on engage in charitable and civic or charitable boards or committeesactivities, to perform speaking engagements, or to and manage his personal passive investments, so long as provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities [(individually or collectively] ) do not interfere with the performance of the EmployeeExecutive's duties and responsibilities as an employee under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the CompanyCompany in New York, New York, subject to necessary travel requirements of his position and duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the associated with a Chief Executive Financial Officer of a U.S. listed public company similar with primary operations in size and stature the People’s Republic of China. As Chief Financial Officer of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, Executive shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average primarily responsible for all financial and strategic aspects of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, including the review of the financial operations and during financial statements of the Term Company, as well as all tasks and responsibilities normally associated with the Employee agrees that he will [i] devote his best efforts offices of Chief Financial Officer of a Training and all his skill Consulting services provider of similar size and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be a violation of this Agreement for the Employee to serve on civic concerned or charitable boards interested in any business or committeesentity whose businesses are or would be, to perform speaking engagementsin any way, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere competitive with the performance Company (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Employee's responsibilities outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as an employee the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the Executive’s position of the CompanyCompany under applicable securities laws, rules and regulations, and the Executive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company. b. Subject Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the authority Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive shall be employed hereunder as President of the Company with such duties and responsibilities as directed from time to time by the Board of Directors of the Company ["(the “Board"] ”) or are consistent with such position, including, without limitation, the duty to modify use his reasonable best efforts to ensure that the duties business and responsibilities activities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall report directly to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size (“CEO”) and stature of the CompanyBoard. The Employee shall report Executive agrees to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business cooperate with reasonable requests of the Company, and during which will generally be communicated through the Term Board or CEO, to provide services to Affiliates of the Employee agrees that he Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or the Board, from time to time. (b) During the Term, Executive will [i] devote carry out his best efforts and all his skill and ability duties as President in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer associated with a CFO of a U.S. listed public company similar with primary operations in size and stature the People’s Republic of the CompanyChina. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business As CFO of the Company, the Executive shall be primarily responsible for financial management, as well as all tasks and during responsibilities normally associated with the Term the Employee agrees that he will [i] devote his best efforts offices of CFO of an online education and all his skill technology service provider of similar size and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement for the Employee to serve outstanding equity of any Competitor that is listed on civic any securities exchange or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as such activities [individually or collectively] do not interfere the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of the Employee's responsibilities as an employee of Company under applicable securities laws, rules and regulations, and the CompanyExecutive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the associated with a Chief Executive Financial Officer of a U.S. listed public company similar with primary operations in size the People’s Republic of China with primarily focusing on tasks and stature responsibilities associated with the Company’s compliance with the rules and regulations of U.S. securities laws. As Chief Financial Officer of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, Executive shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average mainly responsible for all financial reporting aspects of forty [40] hours per week to carrying out his duties hereunder and to the business of the CompanyCompany in the United States, including review of the financial operations and during financial statements of the Term Company under U.S. GAAP, as well as all tasks and responsibilities normally associated with the Employee agrees that he will [i] devote his best efforts offices of Chief Financial Officer based in the United States of companies of similar size and all his skill and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of her Employment, Executive shall report to and be responsible to the Company’s Chief Executive Officer and the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board and the Chief Executive Officer, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall devote all of her working time, attention and skills to the performance of her duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be a violation of this Agreement for concerned or interested in any business or entity that engages in the Employee to serve on civic same business in which the Company or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance any member of the Employee's responsibilities as an employee Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Companyoutstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company. b. Subject Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the authority Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall be employed hereunder as Managing Director and Executive Vice President of the Company with such duties and responsibilities as directed from time to time by the Board of Directors of the Company ["(the “Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities ”). Executive shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior report directly to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size President and stature of the CompanyBoard. The Employee shall report Executive agrees to the Board cooperate with reasonable requests of the Company and others at to provide services to its Affiliates (including Harbinger Capital Partners LLC) with approval from the direction Compensation Committee, from time to time; provided, however, that the Executive may provide services constituting up to 10% of such Executive’s time through December 31, 2012 without the specific consent of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowCompensation Committee. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying (b) During the Term, Executive will carry out his duties hereunder as Managing Director and to Executive Vice President in the business Company’s headquarters in New York City, or any future headquarters of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed agreed upon herein by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the both parties associated with a Chief Executive Financial Officer of a U.S. listed public company similar with primary operations in size the People’s Republic of China. The Executive will be based in U.S with primary focus on tasks and stature responsibilities associated with the Company’s compliance with the rules and regulations of U.S. securities laws and relationships with all third parties in U.S. including but not limited to the Company’s auditor, IR company, investors, and attorneys. As the Chief Financial Officer of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, Executive shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average mainly responsible for all financial reporting aspects of forty [40] hours per week to carrying out his duties hereunder and to the business of the CompanyCompany conducted in the United States, including review of the financial operations and during financial statements of the Term Company under U.S. GAAP, as well as all tasks and responsibilities normally associated with the Employee agrees that he will [i] devote his best efforts offices of Chief Financial Officer based in the United States of companies of similar size and all his skill and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of her Employment, Executive shall report to and be responsible to the Company’s Chief Executive Officer and the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). The Executive shall also perform such other duties and responsibilities as may be determined by the Board and the Chief Executive Officer, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the Articles of Incorporation and Bylaws of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use her best efforts to perform her duties hereunder. The Executive shall not be a violation of this Agreement for concerned or interested in any business or entity that engages in the Employee to serve on civic same business in which the Company or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance any member of the Employee's responsibilities as an employee Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Companyoutstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. a. Employee shall initially serve A. The Employee's authority and obligations are set forth in a document entitled "Job Description," which is attached hereto as Exhibit A and which may be amended from time to time by the Chief Executive Officer ["CEO"] or the Board of Directors. B. The Employee agrees to devote his entire professional time, energy, and ability to the proper and efficient performance of professional services for the Company and its Operating Affiliates. Without the prior express written authorization of the Company. b. Subject , the Employee shall not, directly or indirectly, during his employment with the Company render services of a professional nature to any other person or firm, whether for compensation or otherwise. C. During the authority Term and for a period of three (3) years thereafter, the Employee shall not, without the written consent of the Board of Directors or a person authorized by the Board of Directors, disclose to any person other than as required by law or court order, or other than to an authorized employee of the Company ["Board"] or its affiliates, or to modify a person to whom disclosure is necessary or appropriate in connection with the performance by the Employee of his duties and responsibilities as an executive of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior (e.g., disclosure to the execution Company's or its affiliates' outside accountants or bankers of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size financial data properly requested by such persons and stature approved by an authorized officer of the Company), any confidential information obtained by him while in the employ of the Company with respect to the Company or its affiliates, including confidential information regarding any of the Company's or its affiliates' business opportunities or projects (collectively "Projects"); provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee). The Employee shall report be allowed to disclose confidential information to his attorney solely for the Board purpose of ascertaining whether such information is confidential within the Company and others at the direction intent of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrarythis Agreement; provided, however, that the Employee shall not be required (a) discloses to perform any act which would constitute or require his attorney the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation provisions of this Agreement for subsection C and (b) agrees not to waive the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere attorney-client privilege with the performance of the Employee's responsibilities as an employee of the Companyrespect thereto.

Duties and Responsibilities. a. The Employee shall initially serve as Chief Executive Officer ["CEO"] President of the Company. b. Subject to the authority of the Chief Executive Officer, or other designee of TechPrecision and the Board of Directors of TechPrecision (the Company ["“Board"] ”) to modify the duties and responsibilities of the Employee, the Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer President of a company and division similar in size and stature of to the Company. The Employee shall report to the Chief Executive Officer, or designee, of TechPrecision, the Board of the Company and others at the direction of the Board at such time and in such detail as the Chief Executive Officer of TechPrecision or the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. (a) Employee shall initially serve as the Company's Chief Financial Officer, subject to the authority and direction of the Company's Chief Executive Officer [("CEO"] of the Company. b. Subject to the authority of ) and the Board of Directors of the Company [("Board"] ). (b) Subject to the authority and direction of the CEO and the Board to modify the duties duties, power and responsibilities of the Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office for a chief financial officer of the Chief Executive Officer of a company an entity similar in size and stature of structure to the Company and as provided in the Company's by-laws. The Employee shall report to the Board of the Company CEO and others at the direction of the Board at such time times and in such detail as the CEO and the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. (c) The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the Company, its affiliates and subsidiaries and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the Company, its affiliates and subsidiaries. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company. (d) In addition to such services as Employee is required to render to the Company, from time to time, if requested, he shall render similar services to affiliates and subsidiaries of the Company. (e) The Employee's services shall be performed at the Company's executive offices in Hillsborough Township, New Jersey, or at such other location(s) as the CEO or the Board may reasonably require, from time to time, subject to necessary travel requirements of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a Chief Operating Officer of Employeea U.S. listed public company with its primary operations in the People’s Republic of China. As Chief Operating Officer of the Company, Employee's powersthe Executive shall be primarily responsible for online operation, duties traditional channel and supply chain, as well as all tasks and responsibilities normally associated with the offices of Chief Operation Officer of a business of similar size and nature to the Company. During the term of his Employment, Executive shall initially consist report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution Board, including serving as officers and/or directors of this Agreement or as are customary to the office any member of the Chief Executive Officer of a company similar in size Group, as long as such duties and stature responsibilities are consistent with those of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below’s Chief Operating Officer. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the memorandum and professional manner; and [iii] generally promote the interests articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. During The Executive shall not, without the Term it prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be a violation of this Agreement for concerned or interested in any business or entity that engages in the Employee to serve on civic same business in which the Company or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance any member of the Employee's responsibilities as an employee Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Companyoutstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. a. (a) Employee shall initially serve as Chief Executive Officer ["CEO"] Vice-President of Support Services of the CompanyCompany with day-to-day responsibility and supervising and managing software support, technical support, training, quality assurance, implementation and programming staff. b. (b) Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's ’s powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for reasonably associated with the position of supervising and managing software support, technical support, training, quality assurance, implementation and programming staff of a Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature nature of the Company. The Employee shall report to ; provided, however, that such duties and responsibilities will not be modified in any manner which is inconsistent with the Board Employee’s current standing and position with the Company without the prior written consent of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably requireEmployee. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. (c) The Employee shall devote not less than an average be employed on a full-time basis by the Company with the expectation of working a forty [(40] hours per week to carrying out his duties hereunder and to the business of the Company, and during ) hour week. During the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] hereunder to generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's ’s responsibilities as an employee of the Company. (d) In addition to such services as Employee is required to render to the Company, from time to time, if requested, he shall render similar services to affiliates of the Company; provided that such services can be performed within the forty (40) hour work week described in Paragraph 3(a) above. (e) The Employee’s services initially shall be performed at 0000 Xxxx Xxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx, subject to necessary temporary, travel requirements of the Company. The principal location of Employee’s services shall not be transferred more than thirty (30) miles from the initial location without the Employee’s prior written consent.

Duties and Responsibilities. a. As EVP and the United States COO, Employee shall initially serve have such duties, responsibilities and powers as Chief Executive Officer ["CEO"] are customary and appropriate for such offices including, without limitation, primary responsibility for directing the day-to-day management of the Company. b. Subject ’s current operations in the United States and its imaging systems division; budget preparation according to the authority of Company’s general rules; the Board of Directors of right to hire and terminate employees in the Company ["Board"] to modify Company’s current operations in the United States and its imaging systems division; and such other responsibilities and duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior that customarily appertain to the execution roles of this Agreement or an Executive Vice President and COO of United States Operations. In his capacity as are customary EVP and United States COO, Employee shall, at all times, report directly to the office of the Company’s President and Chief Executive Officer of a company similar in size and stature of the CompanyOfficer. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] to devote his reasonable best efforts diligence and all his skill and ability full time to the performance of his duties hereunder. Employee’s initial principal place of employment shall be at the Company’s headquarters in Long Island City, New York; [ii] carry out Employee shall travel as reasonably required in the performance of his duties in hereunder. Throughout the term of Employee’s employment with the Company, Employee shall serve as a competent and professional manner; and [iii] generally promote the interests member of the Company’s Board of Directors, subject to election by the Company’s shareholders. During As a director, Employee shall have all the Term it rights, responsibilities and obligations conferred and/or imposed upon all employee members of the Board of Directors pursuant to relevant law, rule and regulation, as well as the Company’s Certificate of Incorporation and By-Laws. In addition, during his term of employment with the Company, Employee shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee member of the Company’s Executive Committee, if any.

Duties and Responsibilities. a. Employee (a) Executive agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive's working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive's duties and responsibilities hereunder. During the Term, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall initially serve be employed hereunder as General Counsel and an Executive Vice President of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer ["CEO"] of the Company. b. Subject to Company (“CEO”) or the authority President of the Company (“President”) or the Board of Directors of the Company ["(the “Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities ”). Executive shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior report directly to the execution of this Agreement or as are customary to CEO and the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowPresident. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying (b) During the Term, Executive will carry out his duties hereunder as Executive Vice President and to General Counsel in the business Company's headquarters in New York City, or any future headquarters of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive's reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive's duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the EmployeeExecutive's responsibilities as an employee of the Companyduties hereunder.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as have the title of Chief Executive Exective Officer ["CEO"] of the Company. b. Subject . The Executive shall report to the authority of the Board of Directors of the Company [(the "Board"] to modify the duties and responsibilities of Employee), Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time times and in such detail as the Board he shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out (b) In his duties hereunder and to the business position as Chief Executive Officer of the Company, the Executive shall perform such executive and managerial duties and responsibilities customary to his office as are reasonably necessary to the operations of the Company and as may be assigned to him from time to time by or under authority of the Board of the Company, consistent with his position as designated in Section 3(a) above. (c) The Executive shall use his best efforts to ensure that the Company and its subsidiaries, if any, comply on a timely basis with all budgetary and reporting requirements reasonably requested by the Board. In no event will the Executive without the approval of the Board incur obligations on behalf of the Company other than in the ordinary course of business or enter into any transaction on behalf of the Company not in the ordinary course of business. In addition, as long as the provisions of the Shareholders Agreement are operative, the Executive shall not cause the Company to take any of the actions listed in Article III without such actions being properly authorized by the Board and/or the shareholders of the Company, as the case may be. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term Term, the Employee Executive agrees that he will [(i] ) devote substantially all of his business time and attention, his best efforts efforts, and all his skill and ability to promote the performance interests of his duties hereunderthe Company; [(ii] ) carry out his duties in a competent and professional manner; (iii) work with other employees of the Company in a competent and [iii] professional manner; and (iv) generally promote the interests of the CompanyCompany and its clients. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic engage in other business or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Company.activities

Duties and Responsibilities. a. The Employee shall initially serve as Chief Executive Officer [("CEO"] ) of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, The Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer CEO of a company and division similar in size and stature of to the Company. The Employee shall report to the Company's Board of Directors (the Company "Board") and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as have the position of Chief Executive Financial Officer ["CEO"] of the Company or Chief Growth Officer of the Company. b. Subject , as the parties may agree. The Executive shall report to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at (the direction of the Board "CEO"), at such time times and in such detail as the Board he shall reasonably require. Notwithstanding anything contained herein . (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his offices and as are reasonably necessary to the contraryoperations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that the Employee shall Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not be required to perform incur obligations on behalf of the Company or any act which would constitute subsidiary other than in the ordinary course of business or require enter into any transaction on behalf of the violation Company or any subsidiary not in the ordinary course of any federal, state or local law, rule, regulation, ordinance or business without the like. Any substantial change in Employeeapproval of the CEO. (d) The Executive's duties or title, without Employee's consent, employment by the Company shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder full-time and to the business of the Companyexclusive, and during the Term Term, the Employee Executive agrees that he will [(i] ) devote all of his business time and attention, his best efforts efforts, and all of his skill and ability to promote the performance interests of his duties hereunder; [the Company and its subsidiaries, (ii] ) carry out his duties in a competent and professional manner; , and [(iii] generally promote the interests ) work with other employees of the CompanyCompany and its subsidiaries in a competent and professional manner. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted to serve on engage in charitable and civic or charitable boards or committeesactivities, to perform speaking engagements, or to and manage his personal passive investments, so long as provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities [(individually or collectively] ) do not materially interfere with the performance of the EmployeeExecutive's duties and responsibilities as an employee under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the CompanyCompany in New York, New York, subject to necessary travel requirements of his position and duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period, and to modify devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of Employeethe Company and its Affiliates are conducted in compliance with all applicable laws, Employee's powers, rules and regulations in all material respects. Executive shall be employed hereunder with the title Chief Financial Officer of the Company with such duties and responsibilities shall initially consist of such powerscustomarily associated with this position under Delaware law, duties and responsibilities as were being performed directed from time to time by Employee for the Company immediately prior and reporting solely to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature Chairman of the Company. The Employee shall report Executive agrees to the Board cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates in accordance with Company policies. (b) During the Employment Period, Executive shall use Executive’s reasonable best efforts to faithfully and others at diligently serve the direction Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Employment Period, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term the Employee agrees Company and its Affiliates as contemplated by this Agreement); provided that he will [i] devote nothing herein shall preclude Executive from engaging in charitable, educational, industry or community affairs and managing his best efforts and all his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties extent that such other activities do not, subject to Section 7, interfere in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a Chief Financial Officer of Employeea U.S.-listed public company with its primary operations in the People’s Republic of China. As Chief Financial Officer of the Company, Employee's powers, duties the Executive shall be primarily responsible for managing the day-to-day financial matters of the Company and each member of the Group as well as all tasks and responsibilities normally associated with the offices of Chief Financial Officer of a company of similar size and nature to the Company. During the term of his or her Employment, Executive shall initially consist report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board ’s director of the Company board and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowChief Financial Officer. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder or her working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his or her duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Memorandum and professional manner; and [iii] generally promote the interests Articles of Association of the Company. , as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the Term it term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for the Employee no additional compensation, to serve on civic the Board or charitable such boards or committeesof directors. Upon the end of the Term for any reason, Executive agrees to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere immediately resign from the Board and from all other board positions and offices Executive holds with the performance of Company or with any Group member unless otherwise agreed upon between the Employee's responsibilities as an employee of the CompanyCompany and Executive.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer associated with a CTO of a U.S. listed public company similar with primary operations in size and stature the People’s Republic of the CompanyChina. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business As CTO of the Company, the Executive shall be primarily responsible for information technology management, as well as all tasks and during responsibilities normally associated with the Term the Employee agrees that he will [i] devote his best efforts offices of CTO of an online education and all his skill technology service provider of similar size and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement for the Employee to serve outstanding equity of any Competitor that is listed on civic any securities exchange or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as such activities [individually or collectively] do not interfere the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of the Employee's responsibilities as an employee of Company under applicable securities laws, rules and regulations, and the CompanyExecutive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Financial Officer ["CEO"] (“CFO”) of the Company. b. Subject to the authority of the Board of Directors Chairman of the Company ["(“Chairman”) and the Board of TechPrecision Corporation (“Board"] ”) to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities powers as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar listed in size and stature of the CompanyExhibit A attached hereto. The Employee shall report to the Chief Executive Officer and the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] Paragraph 6(b) below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a Chief Operational Officer of Employeea U.S.-listed public company with its primary operations in the People’s Republic of China. As Chief Operational Officer of the Company, Employee's powers, duties the Executive shall be primarily responsible for all tasks and responsibilities normally associated with the offices of Chief Operational Officer of a company of similar size and nature to the Company. During the term of his or her Employment, Executive shall initially consist report and be responsible to the Company’s Board of Directors (including any designated compensation or other committee thereof, the “Board”). Executive shall also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board ’s director of the Company board and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowChief Operational Officer. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder or her working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his or her duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Memorandum and professional manner; and [iii] generally promote the interests Articles of Association of the Company. , as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the Term it term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for the Employee no additional compensation, to serve on civic the Board or charitable such boards or committeesof directors. Upon the end of the Term for any reason, Executive agrees to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere immediately resign from the Board and from all other board positions and offices Executive holds with the performance of Company or with any Group member unless otherwise agreed upon between the Employee's responsibilities as an employee of the CompanyCompany and Executive.

Duties and Responsibilities. a. Employee (a) Executive agrees to be employed by the Company and be actively engaged in the business and activities of the Company and its Affiliates during the Employment Period, and to devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of the Company and its Affiliates are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executive shall initially serve as be employed hereunder with the title Chairman, President & Chief Executive Officer ["CEO"] of the Company. b. Subject Company with such duties and responsibilities customarily associated with those positions under Delaware law and as may be further directed from time to the authority of time by the Board of Directors of the Company ["(the “Board"] ”) and reporting solely to modify the Board. Executive agrees to cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates (including Harbinger Group Inc. and its Affiliates) in accordance with Company policies. (b) During the Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of Employeedoubt, Employee's powersduring the Employment Period except as otherwise expressly provided herein, duties and responsibilities Executive shall initially consist of such powersnot (i) be permitted to become employed by, duties and responsibilities as were being performed by Employee engaged in or to render services for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of any Person other than the Company and others at the direction its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term Company and its Affiliates as contemplated by the Employee agrees Agreement); provided that he will [i] devote nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his best efforts and all his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties extent that such other activities do not, subject to Section 7, conflict in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere any material way with the performance of Executive’s duties hereunder. (c) Notwithstanding anything in this Agreement to the Employee's contrary, Executive shall be permitted to continue to provide services to Harbinger Group Inc. and its subsidiaries and affiliates (the “HGI Entities”) and Harbinger Capital Partners LLC and its current and future portfolio companies (the “Harbinger Capital Entities”), on an aggregate basis that is substantially comparable in terms of commitment, engagement and involvement with the duties and responsibilities as an employee of undertaken by Executive for the HGI Entities and the Harbinger Entities (other than the Company) (collectively, the “Harbinger Entities”) prior to the date hereof.

Duties and Responsibilities. a. Employee (a) The Agreement is hereby amended by deleting Section 3(a) of the Agreement in its entirety and replacing it with the following: Commencing on the Amendment Effective Date and during the remainder of the Employment Period, Executive shall initially be employed and serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature Vice Chairman of the Company. The Employee Executive shall report be appointed to the Board position of Vice Chairman of the Company and others at the direction by resolution of the Board at such time and in such detail Board, as an officer of the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause Company pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average Section 1 of forty [40] hours per week to carrying out his duties hereunder and to the business Article V of the Company, Amended and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests Restated Bylaws of the Company. During In his position, Executive shall serve at the Term pleasure of the Board, subject to the terms of the Agreement, shall report directly to the Board and shall perform such duties, functions and responsibilities during the Employment Period as shall be established by the Board as soon as practicable following the Amendment Effective Date, as well as such other duties and responsibilities commensurate with Executive’s position as may be reasonably and lawfully directed by the Board from time to time. (b) The Agreement is hereby further amended by deleting the last sentence of Section 3(b) of the Agreement in its entirety and replacing it with the following: Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (i) with the Employee advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on up to two (2) corporate, civic or charitable boards or committeescommittees (in addition to those set forth on Schedule I attached hereto, to perform which have previously been approved by the Board), (ii) deliver lectures, fulfill speaking engagementsengagements or teach at educational institutions, or to (iii) manage his personal passive investments, so long as such activities [individually or collectively] do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Employee's responsibilities as an employee of the CompanyCompany in accordance with this Agreement.

Duties and Responsibilities. a. Employee (a) Executive agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive shall initially serve be employed hereunder as Executive Vice President and Chief Financial Officer of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer ["(“CEO"] ”) or President of the Company. b. Subject to the authority of Company (“President”) or the Board of Directors of the Company ["(the “Board"] ”) or are consistent with such position, including, without limitation, the duty to modify use his reasonable best efforts to ensure that the duties business and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board activities of the Company and others at the direction of the Board at such time its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in such detail as the Board all material respects. Executive shall reasonably require. Notwithstanding anything contained herein report directly to the contrary, the Employee shall not be required CEO or President. Executive agrees to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business cooperate with reasonable requests of the Company, which will generally be communicated through the Board or President or CEO, to provide services to Affiliates of the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or the Board, from time to time. (b) During the Term, Executive will carry out his duties as Executive Vice President and during Chief Financial Officer in the Term Company’s headquarters in New York City, or any future headquarters of the Employee agrees that he will [i] devote his best efforts and all his skill and ability Company, subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. The Employee shall initially serve as Chief Executive Officer ["CEO"] Vice President - Finance, of the Company. b. Subject to the authority of the Chief Executive Officer, or other designee of TechPrecision and the Board of Directors of TechPrecision (the Company ["Board"] ) to modify the duties and responsibilities of the Employee, the Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer Vice President - Finance of a company similar in size and stature of to the Company. The Employee shall report to the President of Ranor, and the Chief Executive Officer, or designee, of TechPrecision, the Board of the Company and others at the direction of the Board at such time and in such detail as the Chief Executive Officer of TechPrecision or the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as Chief Executive Officer ["CEO"] hold the office of the CompanyPresident. b. Subject (b) The Executive shall have such powers, duties and responsibilities as are assigned to the authority of him from time to time by the Board of Directors of the Company [(the "Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement ) or as are customary to the office of the Chief Executive Officer of a company similar provided in size and stature of the Company's By-Laws consistent with the Executive's position as designated in clause (a) above. The Employee Executive shall report to the Board of the Company and others at the direction of the Board at such time times and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to Provided that the contrary, the Employee Executive shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee. (c) The Executive's duties or title, without Employee's consent, employment by the Company shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder full time and to the business of the Companyexclusive, and during the Term the Employee Executive agrees that he will [(i] ) devote all his business time and attention, his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee Executive to serve on the board of directors of another corporation, to serve on the board of a cooperative apartment, to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not materially interfere with the performance of the EmployeeExecutive's responsibilities as an employee of the Company in accordance with this Agreement. (d) The Executive's services shall be performed at the Company's executive offices in Hillsborough Township, New Jersey subject to necessary travel requirements of his position and duties hereunder. The Executive shall not be required to relocate without his prior consent.

Duties and Responsibilities. a. During the Term, the Employee shall initially serve as Chief Executive Financial Officer ["CEO"] (“CFO”) of the Company, who shall be the principal financial officer and principal accounting officer of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of The Employee, Employee's ’s powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer CFO of a company and division similar in size and stature of to the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably requireCompany’s Chief Executive Officer (“CEO”). Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his the Employee’s duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he the Employee will [(i] ) devote his the Employee’s best efforts and all his of the Employee’s skill and ability to the performance of his the Employee’s duties hereunder; [(ii] ) carry out his the Employee’s duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his the Employee’s personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's ’s responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities associated with a _______ of Employeea U.S. listed public company with primary operations in the People’s Republic of China. As _________ of the Company, Employee's powersthe Executive shall be primarily responsible for _________, duties as well as all tasks and responsibilities normally associated with the offices of _________ of an online marketplace lending business of similar size and nature to the Company. During the term of his Employment, Executive shall initially consist report to and be responsible to the Company’s _________ board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board _________, as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below’s _________. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Articles of Incorporation and professional manner; and [iii] generally promote the interests Bylaws of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use his best efforts to perform his duties hereunder. During The Executive shall not, without the Term it prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be a violation of this Agreement for concerned or interested in any business or entity that engages in the Employee to serve on civic same business in which the Company or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance any member of the Employee's responsibilities as an employee Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the Companyoutstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.

Duties and Responsibilities. a. Employee (a) During the Term, Executive shall initially serve as Chief Executive Officer ["CEO"] the CEO of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties Parent, reporting solely and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report directly to the Board (with all other employees of the Company and others at Parent reporting directly or indirectly to Executive, except as required by applicable law or the direction listing rules of an applicable securities exchange on which equity securities of Parent are listed or traded). In his position, Executive shall perform such duties, functions and responsibilities during the Term, commensurate with the Executive’s position, as reasonably and lawfully directed by the Board, including, without limitation, supervising the day-to-day operations and management of Parent and its subsidiaries (together, the “Company Group”). In addition, during the Term, Pxxxxx will recommend Executive’s election as a director on the Board at each annual meeting of Parent’s stockholders in Parent’s applicable proxy statement for such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowannual meeting. c. The Employee (b) Executive shall devote not less than an average substantially all of forty [40] hours per week to carrying out his duties hereunder business time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out under this Agreement, render such services to the best of his duties in a competent ability, and professional manner; and [iii] generally use his reasonable best efforts to promote the interests of the CompanyCompany Group. During Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Term that (i) conflicts with the interests of the Company Group, (ii) interferes with the proper and efficient performance of his duties for the Company Group, or (iii) interferes with the exercise of his judgment in the Company Group’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (A) with the Employee advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on corporate, civic or charitable boards or committees, to perform (B) deliver lectures, fulfill speaking engagementsengagements or teach at educational institutions, or to (C) manage his personal passive investments, so long as such activities [individually or collectively] do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Employee's responsibilities as an employee Company Group in accordance with this Agreement. The Board has reviewed and approved Executive’s current outside activities, a list of which Executive has provided to the Board. (c) Executive’s principal place of employment shall be the Company’s offices in London, United Kingdom. However, Executive may, at any time during the Term, determine to relocate to Parent’s headquarters in Jersey City, New Jersey, United States (the “Headquarters”). In addition, if the Board reasonably concludes, following good faith consultation with Executive, that it is in the best interests of the Company Group for Executive to relocate his principal place of employment to Headquarters, then the Board may require Executive to so relocate to Headquarters (subject to an applicable U.S. work visa having been issued to Executive), and Executive will have eight (8) months within which to so relocate; provided, that if Executive refuses or fails to relocate within such eight (8) month-period following such determination by the Board, then Executive will be deemed to have resigned without Good Reason pursuant to Section 8 hereof, which resignation, for the avoidance of doubt, (x) will not result in payment of any severance payments or benefits to Executive, (y) will result in immediate forfeiture without consideration of all outstanding and unvested equity awards, including, without limitation, the Sign-On Award and LTI Awards, each as defined below and (z) Executive shall be required to repay the Relocation Allowance (defined below) to the Company; provided, further, that this sentence shall cease to apply upon consummation of a Change in Control (as defined below). Executive shall cooperate with the Company to complete the U.S. work visa application process as quickly as reasonably practicable.

Duties and Responsibilities. a. Employee shall initially serve as (a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a [Chief Executive Officer Operating Officer] of a U.S.-listed public company with its primary operations in the People’s Republic of China. As ["CEO"Chief Operating Officer] of the Company. b. Subject , the Executive shall be primarily responsible for [overseeing the day-to-day operations and management of the company, ensuring coordination among departments, executing strategic plans, coordinating internal collaboration, managing risk and compliance affairs, participating in human resources management] as well as all tasks and responsibilities normally associated with the offices of [Chief Operating Officer] of a company of similar size and nature to the authority Company. During the term of his or her Employment, Executive shall report and be responsible to the Company’s Board of Directors of (including any designated compensation or other committee thereof, the Company ["“Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities ”). Executive shall initially consist of also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board ’s director of the Company board and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below[Chief Operating Officer]. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder or her working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his or her duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Memorandum and professional manner; and [iii] generally promote the interests Articles of Association of the Company. , as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the Term it term of the Employment, the Executive shall use his or her best efforts to perform his or her duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement the outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his or her interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive serve on the Board or the board of director of any Group member, Executive agrees, for the Employee no additional compensation, to serve on civic the Board or charitable such boards or committeesof directors. Upon the end of the Term for any reason, Executive agrees to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere immediately resign from the Board and from all other board positions and offices Executive holds with the performance of Company or with any Group member unless otherwise agreed upon between the Employee's responsibilities as an employee of the CompanyCompany and Executive.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period, and to modify devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of Employeethe Company and its Affiliates are conducted in compliance with all applicable laws, Employee's powersrules and regulations in all material respects. Executive shall be employed hereunder with the title Managing Director, duties and responsibilities shall initially consist Investments of the Company with such powers, duties and responsibilities as were being performed directed from time to time by Employee for the Company immediately prior and reporting solely to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the CompanyOfficer. The Employee shall report Executive agrees to the Board cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates (including Harbinger Group Inc. and others at its Affiliates) in accordance with Company policies. (b) During the direction Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder, except for Executive’s services related to Harbinger Capital Partners, LLC and its affiliates (“HCP”). For the avoidance of doubt, during the Employment Period except for services related to HCP, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term Company and its Affiliates as contemplated by the Employee agrees Agreement); provided that he will [i] devote nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his best efforts and all his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties extent that such other activities do not, subject to Section 7, conflict in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the President and the Board of the Company and others at shall devote his best efforts and his full business time and attention to the direction business and affairs of the Board at Company and its subsidiaries and, in particular, all aspects of the promotion and production of events (the “Covered Events”) in the Subject Market and such time and in such detail other aspects of the operations of the Business as the President and/or the Board may from time to time determine. Employee shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. During the Employment Period, Employee shall not engage in any other business activities which could reasonably requirebe expected to conflict with Employee’s duties, responsibilities and obligations hereunder. Except in connection with charitable or civic endeavors, Employee will not serve as a member of the board of directors of any business, other than the Company or any of its subsidiaries, without the prior approval of the Board. Employee shall also comply with all policies, rules and regulations of the Company as well as all reasonable directives and instructions from the Board. The Company shall have the right to purchase in Employee’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder and Employee shall cooperate with the Company in obtaining such insurance if the Company elects to purchase such insurance. Notwithstanding anything contained herein to the contrary, during the Employment Period, Employee shall not be required may, from time to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant time upon prior notice to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business written consent of the Company, provide contract DJ, music production and during remixing services to third parties (“Permitted Outside Services”) provided that the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability same does not conflict with Employee’s service to the performance of his duties Company hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee (A) During the Term, Executive shall initially serve be employed by the Company as Chief Secretary/Treasurer. As such, Executive Officer ["CEO"] shall attend to any and all duties commensurate with this position and such other duties and responsibilities as may from time to time be assigned to or vested in Executive by Company's Board of Directors or by any officer of the Company. b. Subject Company superior to Executive. Executive acknowledges and agrees that Executive may be required, without additional compensation, to perform services for any business entity controlling, controlled by, or under common control with the authority Company by virtue of direct or indirect beneficial ownership of voting securities of or voting interest in the controlled entity (such business entities hereinafter individually and collectively "Affiliates") and to accept such office or position with any Affiliate as the Board of Directors may require, including, but not limited to, service as an officer or director of the Company ["Board"] or any Affiliate. Executive shall comply with all applicable policies of the Company and Affiliates. (B) Executive's employment with the Company shall be full-time. During the Term, Executive shall, except during periods of vacation, sick leave, or other authorized leave of absence, devote Executive's time, attention, skill, and ability during the usual business hours (and outside those hours when reasonably necessary to modify Executive's duties hereunder) to the faithful and diligent performance of the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowdescribed herein. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. (C) During the Term Term, it shall not be a violation of this Agreement for the Employee Executive to serve on as an officer or director of a cooperative apartment, or civic or charitable boards organization or committeescommittee, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] in the aggregate) do not conflict or materially interfere with the performance of Executive's duties hereunder. (D) Executive's services shall be performed in New York and Georgia as well as at such other locations and subject to such travel requirements as reasonably necessary to the Employeeperformance of Executive's responsibilities as an employee of the Companyduties hereunder.

Duties and Responsibilities. a. The Employee shall initially serve as Chief Executive Officer ["CEO"] President and General Manager of the Company. b. Subject to the authority of the Chief Executive Officer of TechPrecision and the Board of Directors of TechPrecision (the Company ["Board"] ) to modify the duties and responsibilities of the Employee, the Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer President and General Manager of a company similar in size and stature of to the Company. The Employee shall report to the Chief Executive Officer of TechPrecision, the Board of the Company and others at the direction of the Board at such time and in such detail as the Chief Executive Officer of TechPrecision or the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [(40] ) hours per week to carrying out his duties hereunder and to the business of the CompanyCompany and its affiliates, and during the Term the Employee agrees that he will [(i] ) devote his best efforts and all his skill and ability to the performance of his duties hereunder; [(ii] ) carry out his duties in a competent and professional manner; and [(iii] ) generally promote the interests of the CompanyCompany and its affiliates. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [(individually or collectively] ) do not interfere with the performance of the Employee's responsibilities as an employee of the Company.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of (a) During the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contraryTerm, the Employee shall not be required to perform any act which would constitute or require the violation of any federalserve as Vice President, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business Corporate Development of the Company, and during Co-CEO of GENH, the Term Company’s wholly-owned subsidiary. During the Term, the Employee shall (i) be subject to all of the Company’s lawful policies, procedures, rules and regulations applicable to its employees; (ii) report to and be subject to the direction and control of the Chairman and CEO of the Company; and (iii) perform such lawful duties for the Company commensurate with the Employee’s position and status as may be assigned to the Employee by the Chairman and CEO of the Company that are consistent with the Employee’s position at the Company. The Employee’s principal office and principal place of work shall be in Fort Worth, Texas, although the Employee’s primary duties and responsibilities will be operating and managing the Company’s hemp drying, stripping and grading facility in Hopkinsville, Kentucky. (b) During the Term, subject to Section 3(c) and Section 4(f) below, the Employee agrees that he will [(i] ) to devote his all of the Employee’s business time, energies, skills and attention during business hours and such other time as the Employee is engaged in the Company activities to business and affairs of the Company and its Affiliates (as defined in the Purchase Agreement); (ii) to discharge the responsibilities assigned to the Employee hereunder; and (iii) to use the Employee’s best efforts to perform faithfully, effectively, and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. efficiently such responsibilities. (c) During the Term Term, it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committeesengage in other business ventures as passive investors; provided, to perform speaking engagements, or to manage his personal passive investments, so long as that such activities [individually or collectively] other business ventures do not interfere with the performance of the Employee's responsibilities as an employee of ’s obligations under this Agreement and are not competitive with the Company’s business, and/or serve on charitable or civic boards or committees or manage personal investments.

Duties and Responsibilities. a. Employee (a) During the Employment Period, the Executive (i) shall initially serve perform the duties assigned to him by the Company (provided that the Executive shall not be assigned tasks inconsistent with his position as Chief Executive Officer ["CEO"] a senior executive of the Company or any of its Affiliates) faithfully, with the utmost loyalty, to the best of his abilities and in the best interests of the Company. b. Subject ; (ii) shall devote his full business time, attention and effort to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business affairs of the Company, and during except that the Term Executive may serve on (x) corporate boards or committees with the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests prior written approval of the Company. During ’s Board of Directors (the Term it shall not be a violation Company’s pre- and post- Effective Date Boards of this Agreement for Directors hereinafter collectively referred to herein as the Employee to serve on “Board”), and/or (y) civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so in either case as long as such activities [do not, individually or collectively] do not in the aggregate, interfere with the performance of the Employee's Executive’s employment duties and responsibilities as an employee or harm the business or reputation of the Company or any of its Affiliates; and (iii) shall not engage in any other business activities (whether or not for gain, profit, or other pecuniary advantage) or any other actions which he knows or reasonably should know could harm the business or reputation of the Company or any of its affiliates or other related entities. For purposes of this Agreement, “Affiliates” shall mean any entity that, directly or indirectly, is controlled by the Company, and any entity in which the Company has a 20% or greater equity interest. (b) The Executive shall act in conformity with the Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive will at all times during the Employment Period strictly adhere to and obey all of the rules and regulations in effect from time to time relating to the conduct of Company executives. Except as provided in Section 2(a), the Executive shall 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 company that competes, conflicts or interferes with the performance of his duties hereunder in any material way. (c) The Executive covenants, represents and warrants that: (i) the execution, delivery and complete performance of this Agreement by him does not and will not breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which he is bound; and (ii) he is not a party to or bound by any employment or services agreement, confidentiality agreement, noncompetition agreement, other restrictive covenant, or other obligation or agreement that would or could prohibit or restrict him from being employed by the Company or from performing any of his duties under this Agreement.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the associated with a Chief Executive Financial Officer of a U.S. listed public company similar with primary operations in size and stature the People’s Republic of China. As Chief Financial Officer of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, Executive shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average primarily responsible for all financial and strategic aspects of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, including the review of the financial operations and during financial statements of the Term Company, as well as all tasks and responsibilities normally associated with the Employee agrees that he will [i] devote his best efforts offices of Chief Financial Officer of a trucking services provider of similar size and all his skill and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Chief Financial Officer. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement for the Employee to serve outstanding equity of any Competitor that is listed on civic any securities exchange or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as such activities [individually or collectively] do not interfere the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of the Employee's responsibilities as an employee of Company under applicable securities laws, rules and regulations, and the CompanyExecutive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"(a) The Executive’s duties at the Company will include all the duties and responsibilities associated with a [ ] of a U.S.-listed public company with its primary operations in the People’s Republic of China. As [ ] of the Company. b. Subject , the Executive shall be primarily responsible for [ ] as well as all tasks and responsibilities normally associated with the offices of [ ] of a company of similar size and nature to the authority Company. During the term of his Employment, Executive shall report and be responsible to the Company’s Board of Directors of (including any designated compensation or other committee thereof, the Company ["“Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities ”). Executive shall initially consist of also perform such powers, other duties and responsibilities as were being performed may be determined by Employee for the Company immediately prior to the execution of this Agreement or Board as long as such duties and responsibilities are customary to the office of the Chief Executive Officer of a company similar in size and stature consistent with those of the Company. The Employee shall report to the Board ’s director of the Company board and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below[ ]. c. (b) The Employee Executive shall devote not less than an average all of forty [40] hours per week to carrying out his duties hereunder working time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability skills to the performance of his duties hereunder; [ii] carry out his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in a competent accordance with this Agreement, the Memorandum and professional manner; and [iii] generally promote the interests Articles of Association of the Company. , as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) During the Term it term of the Employment, the Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company or any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement for the Employee outstanding voting equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require. (d) If the Board nominates Executive to serve on civic or charitable boards or committeesthe board of director of any Group member, Executive agrees, for no additional compensation, to perform speaking engagementsserve on such boards of directors. Upon the end of the Term for any reason, or Executive agrees to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere immediately resign from the Board and from all other board positions and offices Executive holds with the performance of Company or with any Group member unless otherwise agreed upon between the Employee's responsibilities as an employee of the CompanyCompany and Executive.

Duties and Responsibilities. a. Employee (a) During the Term, Executive shall initially serve as Chief Executive Officer ["CEO"] the CEO of the Company. b. Subject to the authority of the Board of Directors of the Company ["Board"] to modify the duties Parent, reporting solely and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report directly to the Board (with all other employees of the Company and others at Parent reporting directly or indirectly to Executive, except as required by applicable law or the direction listing rules of an applicable securities exchange on which equity securities of Parent are listed or traded). In his position, Executive shall perform such duties, functions and responsibilities during the Term, commensurate with the Executive’s position, as reasonably and lawfully directed by the Board, including, without limitation, supervising the day-to-day operations and management of Parent and its subsidiaries (together, the “Company Group”). In addition, during the Term, Parent will recommend Executive’s election as a director on the Board at each annual meeting of Parent’s stockholders in Parent’s applicable proxy statement for such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] belowannual meeting. c. The Employee (b) Executive shall devote not less than an average substantially all of forty [40] hours per week to carrying out his duties hereunder business time, attention and to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out under this Agreement, render such services to the best of his duties in a competent ability, and professional manner; and [iii] generally use his reasonable best efforts to promote the interests of the CompanyCompany Group. During Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Term that (i) conflicts with the interests of the Company Group, (ii) interferes with the proper and efficient performance of his duties for the Company Group, or (iii) interferes with the exercise of his judgment in the Company Group’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (A) with the Employee advance approval of the Board or the Governance Committee of the Board (not to be unreasonably withheld), serve on corporate, civic or charitable boards or committees, to perform (B) deliver lectures, fulfill speaking engagementsengagements or teach at educational institutions, or to (C) manage his personal passive investments, so long as such activities [individually or collectively] do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Employee's responsibilities as an employee Company Group in accordance with this Agreement. The Board has reviewed and approved Executive’s current outside activities, a list of which Executive has provided to the Board. (c) Executive’s principal place of employment shall initially be the Company’s offices in London, United Kingdom. However, Executive may, at any time during the Term, determine to relocate to Parent’s headquarters in Jersey City, New Jersey, United States (the “Headquarters”). In addition, if, on or after January 1, 2022, the Board reasonably concludes, following good faith consultation with Executive, that it is in the best interests of the CompanyCompany Group for Executive to relocate his principal place of employment to Headquarters, then the Board may require Executive to so relocate to Headquarters (subject to an applicable U.S. work visa having been issued to Executive), and Executive will have eight (8) months within which to so relocate; provided, that if Executive refuses or fails to relocate within such eight (8) month-period following such determination by the Board, then Executive will be deemed to have resigned without Good Reason pursuant to Section 8 hereof, which resignation, for the avoidance of doubt, (x) will not result in payment of any severance payments or benefits to Executive, and (y) will result in immediate forfeiture without consideration of all outstanding and unvested equity awards, including, without limitation, the Sign-On Award and LTI Awards, each as defined below; provided, further, that this sentence shall cease to apply upon consummation of a Change in Control (as defined below). Executive shall cooperate with the Company to complete the U.S. work visa application process as quickly as reasonably practicable.

Duties and Responsibilities. a. Employee shall initially serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors of (a) The Executive’s duties at the Company ["Board"] to modify will include all the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer associated with a CEO of a U.S. listed public company similar with primary operations in size and stature the People’s Republic of the CompanyChina. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business As CEO of the Company, the Executive shall be primarily responsible for company management and during operation, as well as all tasks and responsibilities normally associated with the Term the Employee agrees that he will [i] devote his best efforts offices of CEO of an online education and all his skill technology service provider of similar size and ability nature to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it term of Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, as long as such duties and responsibilities are consistent with those of the Company’s Articles of Association. (b) The Executive shall devote all of Executive’s working time, attention and skills to the performance of Executive’s duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board. (c) The Executive shall use Executive’s best efforts to perform Executive’s duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a violation “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of this Agreement for the Employee to serve outstanding equity of any Competitor that is listed on civic any securities exchange or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long recognized securities market anywhere. The Executive shall notify the Company in writing of Executive’s interest in such securities in a timely manner and with such details and particulars as such activities [individually or collectively] do not interfere the Company may reasonably require. (d) The Executive acknowledges the Executive’s and the Company’s public reporting obligations associated with the performance Executive’s position of the Employee's responsibilities as an employee of Company under applicable securities laws, rules and regulations, and the CompanyExecutive shall use the Executive’s efforts to comply with all such reporting obligations that are Executive’s personal responsibility; provided that the Company agrees to provide the Executive with assistance and support with respect to all such filings (including making such filings on the Executive’s behalf).

Duties and Responsibilities. a. The Employee shall initially agrees to serve as Chief Executive Officer the ["CEO"•] of the Company. b. Subject to . In this position, the authority Employee will be responsible for [ ]. Employee’s duties at the Company will also include other relevant jobs assigned by the Company’s Board of the Board of Directors of (the Company ["“Board"] to modify ”) or the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the CompanyChairman/CEO. The Employee shall report devote all of his or her working time, attention and skills to the Board performance of his or her duties and shall faithfully and diligently serve the Company in accordance with this Agreement, and the guidelines, policies and procedures of the Company and others at as approved from time to time by the direction of the Board at such time and in such detail as the Board shall reasonably requireBoard. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less use his or her best endeavors to perform the duties hereunder. The Employee shall not, without the prior consent of the Board, become an employee of any entity other than an average of forty [40] hours per week to carrying out his duties hereunder the Company and to the business any subsidiary of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of concerned or interested in any other business competitive with that carried on by the Company or its subsidiaries. The Company shall have the sole discretion to determine, and shall notify the Employee, from time to time, as to which other companies are deemed to be in business competitive with that carried on by the Company or its subsidiaries. Notwithstanding the foregoing, nothing in this Agreement for clause shall preclude the Employee to serve from holding or being otherwise interested in any shares or other securities of such companies that are listed on civic any securities exchange or charitable boards recognized securities market anywhere, provided that, if the Employee holds a beneficial interest of more than 1% of any shares or committeesother securities of such companies that are listed on any securities exchange or recognized securities market anywhere, to perform speaking engagementsthe Employee shall notify the Company in writing of his or her existing interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require, provided further that before the Employee obtains such additional interest or to manage his personal passive investmentssuch additional shares, so long the Employee shall first notify the Company in writing and with such details and particulars as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the CompanyCompany may reasonably require.

Duties and Responsibilities. a. During the Initial Employment Term and the Employment Term, Employee is hereby employed as set forth in Exhibit A. During the Initial Employment Term and the Employment Term, Employee shall initially serve perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Employee by the Company’s Chief Executive Officer ["CEO"] or such other person as determined by the Company from time to time. The Company shall retain full direction and control of the Company. b. Subject manner, means and methods by which Employee performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered. During the Initial Employment Term and the Employment Term, Employee shall report directly to the authority Company’s Chief Executive Officer or such other person as determined by the Company. In furtherance of the Board of Directors foregoing, Employee shall, subject to the direction and instruction of the Company ["Board"] to modify during the duties and responsibilities Employment Term: (a) devote such amount of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities hours per week as were being performed required by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Company’s Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of or such other person as determined by the Company from time to time, and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder will diligently and to the business best of the Company, and during the Term the Employee agrees that he will [i] devote his employee’s ability perform all duties incident to Employee’s employment hereunder; (b) use Employee’s best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company; and (c) perform such other duties as the Company may from time to time direct. During Notwithstanding anything else set forth in this agreement, the Term it shall not be Company and Employee each acknowledge and agree that Employee is hereby employed as set forth in Exhibit A solely in a violation of this Agreement for the Employee to serve on civic or charitable boards or committeesnon executive capacity, to perform speaking engagements, or to manage his personal passive investments, so long as without having such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities authority as an employee of the Companyexecutive officer might have.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as have the positions of Chairman of the Board and Chief Executive Officer ["CEO"] of the Company. b. Subject . The Executive shall report, directly to the authority of the Board of Directors of the Company [(the "Board"] to modify ) at such times and in such detail as it shall reasonably require. (b) The Executive shall have all of the duties and responsibilities of Employee, Employee's powers, duties and responsibilities customary to his offices, as are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the Board consistent with his positions as designated in subparagraph 3(a) above. Without limiting the foregoing, the Executive shall initially consist of such powers, duties and responsibilities as were being performed by Employee be responsible for the general overall management of the Company immediately prior and its subsidiaries and identifying suitable acquisition opportunities and proposing such acquisition opportunities to the execution of this Agreement or as are customary to the office Board. They day-to-day operations of the Company shall be overseen by a Chief Operating Officer selected by the Executive Officer of a company similar in size and stature of engaged by the Company. The Employee Executive shall report be furnished with such facilities and services as are suitable to his position and adequate for the performance of his duties. It is the intention of the parties that the Executive shall be elected to and serve as a member of the Board, subject to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business approval of the Company's shareholders, and during so long as he continues to be employed by the Term Company, or if no longer employed, owns five (5%) percent of the Employee outstanding voting shares of the Company. (c) The Executive agrees that he will [i] to devote his best efforts and all not less than seventy-five (75%) percent of his skill business time, skill, attention and ability energies as are necessary to the performance of his duties hereunder; [and responsibilities under this Agreement. Nothing herein shall preclude the Executive from (i) engaging in charitable, civil or religious, and other family members' business activities and (ii] carry out ) managing his duties in a competent personal investments and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve affairs, or serving on civic or charitable advisory boards or committeesboards of directors of other entities, to perform speaking engagements, or to manage his personal passive investments, so long as provided that such activities [set forth in clauses (i) and (ii) above (individually or collectively] ) do not adversely interfere with the performance of his duties or responsibilities under this Agreement. The Company hereby acknowledges that the EmployeeExecutive has informed it that the Executive currently has a Consulting Agreement with his former employer, The Educational Funding Company LLC, doing business as "American Express Educational Loans," through calendar year 1999, wherein the Executive has the obligation to spend up to twenty (20%) percent of the Executive's responsibilities as an employee time providing consulting services to the former employer unrelated to the business activities of the Company. (d) Initially, the Executive's services hereunder shall be performed at the headquarters of the Company located in San Diego, California.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as Chief have the position of Executive Officer ["CEO"] Vice President, General Counsel of the Company. b. Subject . The Executive shall report to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size the Company (the "CEO") and stature of the Company. The Employee shall report to the Board Chief Financial Officer of the Company and others at (the direction of the Board "CFO"), at such time times and in such detail as the Board they shall reasonably require. Notwithstanding anything contained herein to the contraryIn addition, the Employee Executive shall not be required to perform any act which would constitute or require serve as Secretary of the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, Company without Employee's consent, additional compensation. (b) The Executive shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business chief legal officer of the Company, and in connection therewith shall perform such executive and managerial duties and responsibilities customary to her offices and as are reasonably necessary to the operations of the Company and its subsidiaries and as may be assigned to her from time to time by or under authority of the CEO or CFO, consistent with her positions as designated in paragraph 3(a) above. (c) The Executive (i) will use her best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO or CFO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO or CFO. (d) The Executive's employment by the Company shall be exclusive, and during the Term Term, the Employee Executive agrees that he she will [(i] ) devote his at least four days of her business time and attention, her best efforts efforts, and all his of her skill and ability to promote the performance interests of his duties hereunder; [the Company and its subsidiaries, (ii] ) carry out his her duties in a competent and professional manner; , and [(iii] generally promote the interests ) work with other employees of the CompanyCompany and its subsidiaries in a competent and professional manner. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted to serve on engage in charitable and civic or charitable boards or committeesactivities, to perform speaking engagements, or to and manage his her personal passive investments, so long as provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities [(individually or collectively] ) do not materially interfere with the performance of the EmployeeExecutive's duties and responsibilities as an employee under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the CompanyCompany in Los Angeles, California, subject to necessary travel requirements of her position and duties hereunder.

Duties and Responsibilities. a. Employee shall initially serve as Chief (a) Executive Officer ["CEO"] of agrees to be employed by the Company. b. Subject to Company and be actively engaged in the authority of the Board of Directors business and activities of the Company ["Board"] and its Affiliates during the Employment Period, and to modify devote considerable time and attention to the Company and its Affiliates and the promotion of its business and interests and in no event less time than is reasonably required for the full performance of Executive’s duties and responsibilities hereunder. During the Employment Period, Executive agrees to use his reasonable best efforts to ensure that the business and activities of Employeethe Company and its Affiliates are conducted in compliance with all applicable laws, Employee's powersrules and regulations in all material respects. Executive shall be employed hereunder with the title Senior Managing Director, duties and responsibilities shall initially consist Investments of the Company with such powers, duties and responsibilities as were being performed directed from time to time by Employee for the Company immediately prior and reporting solely to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the CompanyOfficer. The Employee shall report Executive agrees to the Board cooperate with reasonable requests of the Company to provide services to the Company’s Affiliates (including Harbinger Group Inc. and others at its Affiliates) in accordance with Company policies. (b) During the direction Employment Period, Executive shall use Executive’s best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder, except for Executive’s services related to Harbinger Capital Partners, LLC and its affiliates (“HCP”). For the avoidance of doubt, during the Employment Period except for services related to HCP, Executive shall not (i) be permitted to become employed by, engaged in or to render services for any Person other than the Company and its Affiliates, (ii) be permitted to be a member of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation board of directors of any federalPerson (other than charitable or nonprofit organizations), state or local law, rule, regulation, ordinance or in any case without the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business consent of the Company, and during (iii) be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Term Company and its Affiliates as contemplated by the Employee agrees Agreement); provided that he will [i] devote nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his best efforts and all his skill and ability personal investments to the performance of his duties hereunder; [ii] carry out his duties extent that such other activities do not, subject to Section 7, conflict in a competent and professional manner; and [iii] generally promote the interests of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as have the position of Chief Executive Creative Officer ["CEO"] of the Company. b. Subject . The Executive shall report to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at (the direction of the Board "CEO"), at such time times and in such detail as the Board he shall reasonably require. Notwithstanding anything contained herein . (b) The Executive shall perform such executive and managerial duties and responsibilities customary to his offices and as are reasonably necessary to the contraryoperations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. (c) The Executive (i) will use his best reasonable efforts to ensure that the Employee shall Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not be required to perform incur obligations on behalf of the Company or any act which would constitute subsidiary other than in the ordinary course of business or require enter into any transaction on behalf of the violation Company or any subsidiary not in the ordinary course of any federal, state or local law, rule, regulation, ordinance or business without the like. Any substantial change in Employeeapproval of the CEO. (d) The Executive's duties or title, without Employee's consent, employment by the Company shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder full-time and to the business of the Companyexclusive, and during the Term Term, the Employee Executive agrees that he will [(i] ) devote all of his business time and attention, his best efforts efforts, and all of his skill and ability to promote the performance interests of his duties hereunder; [the Company and its subsidiaries, (ii] ) carry out his duties in a competent and professional manner; , and [(iii] generally promote the interests ) work with other employees of the CompanyCompany and its subsidiaries in a competent and professional manner. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted (x) to serve on engage in charitable and civic or charitable boards or committeesactivities, to perform speaking engagements, or to and manage his personal passive investments, so long as provided that such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities [(individually or collectively] ), and (y) to continue his ownership interest in and involvement with Urban Desires, an on-line magazine, on a basis consistent with past practices; provided, that the activities (individually or collectively) specified in clauses (x) and (y) do not materially interfere with the performance of the EmployeeExecutive's duties and responsibilities as an employee under this Agreement. The Executive further agrees that he will not sell any portion of his interest in Urban Desires to any company which either itself or through one or more subsidiaries provides marketing, branding, advertising or other communications services. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the CompanyCompany in New York, New York, subject to necessary travel requirements of his position and duties hereunder.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as have the position of Chief Executive Technology Officer ["CEO"] of the Company. b. Subject . The Executive shall report to the authority of the Board of Directors of the Company ["Board"] to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at (the direction of the Board "CEO"), at such time times and in such detail as the Board he shall reasonably require. Notwithstanding anything contained herein . (b) The Executive shall be responsible for technology leadership for the Company and in connection therewith shall perform such executive and managerial duties and responsibilities customary to his office and as are reasonably necessary to the contraryoperations of the Company and its subsidiaries and as may be assigned to him from time to time by or under authority of the CEO, consistent with his positions as designated in paragraph 3(a) above. In addition, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed Executive will participate as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business a member of the Company's senior executive management. (c) The Executive (i) will use his best reasonable efforts to ensure that the Company and its subsidiaries comply on a timely basis with all budgetary and reporting requirements reasonably requested by the CEO and (ii) will not incur obligations on behalf of the Company or any subsidiary other than in the ordinary course of business or enter into any transaction on behalf of the Company or any subsidiary not in the ordinary course of business without the approval of the CEO. (d) The Executive's employment by the Company shall be full-time and exclusive, and during the Term Term, the Employee Executive agrees that he will [(i] ) devote all of his business time and attention, his best efforts efforts, and all of his skill and ability to promote the performance interests of the Company and its subsidiaries in furtherance of his duties hereunder; [, (ii] ) carry out his duties in a competent and professional manner; , and [(iii] generally promote the interests ) work with other employees of the CompanyCompany and its subsidiaries in a competent and professional manner. During Notwithstanding the Term foregoing, the Executive shall be permitted to (x) engage in charitable and civic activities, and (y) provide business advice and assistance to friends and family (it shall not be a violation of this Agreement for being acknowledged by the Employee to serve on civic or charitable boards or committeesCompany that the Executive has in the past and may in the future provide such assistance), to perform speaking engagements, or to and (z) manage his personal passive investments, so long as provided that such businesses operated by friends or family or such passive investments are not in a company which transacts business with the Company or one of its subsidiaries or engages in business competitive with that conducted by the Company or one of its subsidiaries (or, if such company does transact business with the Company or a subsidiary or does engage in a competitive business, it is a publicly held corporation of which the Executive owns less than 1/4 of 1% of its outstanding shares); provided, that such activities [(individually or collectively] ) do not materially interfere with the performance of the EmployeeExecutive's duties and responsibilities as an employee under this Agreement. (e) During the Term, the Executive's services hereunder shall be performed at the offices of the CompanyCompany in Boston, Massachusetts, subject to reasonable and necessary travel requirements of his position and duties hereunder.

Duties and Responsibilities. a. Employee (a) During the Employment Term, Executive shall initially continue to serve as the Company’s President and Chief Executive Officer ["CEO"] (his “Position”). In such capacity, Executive shall perform the customary duties and have the customary responsibilities of such Position and such other duties that are customary for such Position as may be assigned to Executive from time to time by the Company. b. Subject to the authority of the ’s Board of Directors (the “Board”), including, without limitation, creating and executing a satisfactory succession plan. During the Employment Term, the Board agrees to nominate Executive for election to the Board by the shareholders of the Company ["Board"] at each shareholder meeting. (b) Executive agrees to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of faithfully serve the Company. The Employee shall report to the Board of the Company , devote his full working time, attention and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and energies to the business of the Company, its subsidiaries and during affiliated entities, and perform the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability duties under this Agreement to the best of his abilities. Executive may participate in other outside business, charitable, family, personal and/or civic activities, provided that such activities are not inconsistent with Executive’s duties under this Agreement and will not be disadvantageous to the Company. Executive must receive permission from the Board to serve on any public or private company boards and, if such permission is granted, will not serve as chairman of the board or chairman of the audit committee of such company. The Board’s current policy is to permit the Chief Executive Officer to serve on one outside board. (c) Executive may work remotely from his home office in Washington State or elsewhere in the United States as long as he works in person at the Company’s offices in Canton, Massachusetts (the “Location”) as necessary to perform the duties of his Position. The Parties anticipate that Executive will travel to, and work from, the Location at least a few business days per month. Additionally, Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and Executive recognizes that such duties may involve reasonable travel. (d) Executive agrees (i) to comply with all applicable laws, rules and regulations; [(ii] carry out his duties in a competent ) to comply with the Company’s rules, procedures, policies, requirements, and professional mannerdirections; and [(iii] generally promote ) not to engage in any other business or employment without the interests prior written consent of the Company. During the Term it shall not be a violation of this Agreement for the Employee to serve on civic or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long Company except as such activities [individually or collectively] do not interfere with the performance of the Employee's responsibilities as an employee of the Companyotherwise specifically provided herein.

Duties and Responsibilities. a. Employee (a) Executive agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devote substantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive shall initially serve be employed hereunder as Executive Vice President and Managing Director of the Company with such duties and responsibilities as directed from time to time by the Chief Executive Officer ["(“CEO"] ”) or President of the Company. b. Subject to the authority of Company (“President”) or the Board of Directors of the Company ["(the “Board"] ”) or are consistent with such position, including, without limitation, the duty to modify use his reasonable best efforts to ensure that the duties business and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board activities of the Company and others at the direction of the Board at such time its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in such detail as the Board all material respects. Executive shall reasonably require. Notwithstanding anything contained herein report directly to the contrary, the Employee shall not be required CEO or President. Executive agrees to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business cooperate with reasonable requests of the Company, which will generally be communicated through the Board or President or CEO, to provide services to Affiliates of the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee or the Board, from time to time. (b) During the Term, Executive will carry out his duties as Executive Vice President and during Managing Director in the Term Company’s headquarters in New York City, or any future headquarters of the Employee agrees that he will [i] devote his best efforts and all his skill and ability Company, subject to normal travel requirements in connection with the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests of the Company. duties. (c) During the Term it Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic or charitable boards or committeesbecome employed by, to perform speaking engagements, engaged in or to manage render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of the Board, and shall not be directly or indirectly materially engaged or interested in any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive from engaging in charitable or community affairs and managing his personal passive investmentsinvestments to the extent that such other activities do not, so long as such activities [individually or collectively] do not interfere subject to Section 7, conflict in any material way with the performance of the Employee's responsibilities as an employee of the CompanyExecutive’s duties hereunder.

Duties and Responsibilities. a. The Employee shall initially serve be employed in the position of CEO. The Employee will be responsible for performing such duties as Chief Executive Officer ["CEO"] the Employer or its designee may assign, including all duties usually and customarily rendered by and required of a CEO of a publicly traded company, and including such duties as are described in any written job description that may be provided to the Employee and amended from time to time provided that in no event may such an amendment materially diminish the Employee’s level of responsibilities, title, and stature as CEO of the Employer. The Employee shall devote his full time and attention to the business and affairs of the Company and work those hours required to meet his duties and responsibilities hereunder. During the term of his employment, the Employee will refrain from engaging in any activities in which the Employee’s personal interests conflict with the Employee’s duties, responsibilities, and attention to the affairs of the Company. b. Subject . As such, the Employee will not, directly or indirectly, engage or participate in any other business activities which conflict with the Employee’s duties, responsibilities, and attention to the authority of the Board of Directors affairs of the Company ["Board"] to modify without the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature written consent of the Company. The Employee shall report to the Board of the Company and others at the direction of the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, parties acknowledge that the Employee shall not be required to perform any act which would constitute or require is actively engaged in the violation practice of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] medicine approximately twenty-five (25) hours per week to carrying out (the “Other Work”) without conflict or interference with his duties hereunder duties, responsibilities and attention to the business of the Company, and during the Term the Employee agrees that he will [i] devote his best efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out his duties in a competent and professional manner; and [iii] generally promote the interests affairs of the Company. During Notwithstanding the Term it shall not be a violation of this Agreement for restrictions stated in the preceding paragraph, the Employer agrees that the Employee may continue to serve on civic engage in the Other Work, provided that it continues not to conflict or charitable boards or committees, to perform speaking engagements, or to manage his personal passive investments, so long as such activities [individually or collectively] do not interfere with the performance of Employee’s duties, responsibilities and attention to the Employee's responsibilities as an employee affairs of the Company.

Duties and Responsibilities. a. Employee (a) During the Employment Period, Executive shall initially be employed and serve as Chief Executive Officer ["CEO"] of the Company. b. Subject to the authority of the Board of Directors Chairman of the Company ["Board"] reporting directly to modify the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist of such powers, duties and responsibilities as were being performed by Employee for the Company immediately prior to the execution of this Agreement or as are customary to the office of the Chief Executive Officer of a company similar in size and stature of the Company. The Employee shall report to the Board of the Company and others at (the direction of “CEO”). In his position, Executive shall have overall responsibility for the Board at such time and in such detail as the Board shall reasonably require. Notwithstanding anything contained herein to the contrary, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business daily operations of the Company, and shall perform such duties, functions and responsibilities during the Term Employment Period, commensurate with the Employee agrees that he will [i] Executive’s position, as reasonably and lawfully directed by the CEO. (b) Executive shall devote the necessary amount of his best business time, attention and efforts and all his skill and ability to the performance of his duties hereunder; [ii] carry out under this Agreement, render such services to the best of his duties in a competent ability, and professional manner; and [iii] generally use his reasonable best efforts to promote the interests of the Company (which, for all purposes of this Section 3(b), shall include Xxxx-Xxxx and its other Subsidiaries). Without limiting the foregoing, Executive shall not engage in any other business, occupation or related activity during the Employment Period that (a) conflicts with the interests of the Company or its subsidiaries, (b) interferes with the proper and efficient performance of his duties for the Company, or (c) interferes with the exercise of his judgment in the Company’s best interests. During Notwithstanding the Term foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Executive to (i) with the Employee advance approval of the Board or the Nominating and Corporate Governance Committee of the Board (not to be unreasonably withheld), serve on corporate, civic or charitable boards or committees, to perform (ii) deliver lectures, fulfill speaking engagementsengagements or teach at educational institutions, or to (iii) manage his personal passive investments, including without limitation real estate investments and activities, so long as such investments and activities [individually or collectively] do not significantly interfere with or significantly detract from the performance of Executive’s responsibilities to the Employee's responsibilities Company in accordance with this Agreement, and provided that any real estate investments or activities within Xxxxxx County in the State of New Jersey shall be limited to passive, non-controlling investments and activities. (c) Effective as an employee of the Companyfirst day of any month during the Employment Period on or after July 1, 2018, Executive may elect to relinquish responsibility for the daily operations of the Company (the “Transition”). If Executive so elects, he will retain the title of Chairman of the Company for the remainder of the Employment Period, but will become a non-executive Chairman, and shall perform such duties, functions and responsibilities consistent with such position as may be reasonably and lawfully directed by the CEO. Such election shall be made by a written notice (the “Transition Notice”) from Executive to the CEO, and shall take effect as of the first day of a month that is at least thirty (30) days after the date of the Transition Notice. Except as otherwise specifically provided herein, all provisions of this Agreement shall continue to apply after the Transition.

Duties and Responsibilities. a. Employee (a) During the Term, the Executive shall initially serve as Chief have the position of Senior Vice President, Sales and Business Development. The Executive Officer ["CEO"] of the Company. b. Subject shall report to the authority of the Board of Directors of the Company [(the "BoardBOARD"] ) and the President of the Company and/or such other person or persons as the Board may from time to modify time designate, at such times and in such detail as they shall reasonably require. (b) The Executive shall have all of the duties and responsibilities of Employee, Employee's powers, duties and responsibilities shall initially consist customary to his office as are reasonably necessary to the operations of such powersthe Company and as may be assigned to him from time to time by or under authority of the Board and/or the President of the Company, consistent with his position as designated in paragraph 3(a) above. (c) The Executive will, at all times, use all reasonable efforts to perform his duties and responsibilities as were being performed by Employee for in a manner consistent with the policies of the Company immediately prior as from time to time in effect and the execution of this Agreement or as are customary to the office parameters of the Chief Executive Officer then-current profit plan and capital expenditure budget of a company similar in size and stature of the Company as provided by the Company. The Employee Executive shall report use his best efforts to ensure that the Company and its subsidiaries, if any, comply on a timely basis with all budgetary and reporting requirements reasonably requested by the Board. In no event will the Executive, without the approval of the Board or the President of the Company and others at the direction incur obligations on behalf of the Board at such Company other than in the ordinary course of business or enter into any transaction on behalf of the Company not in the ordinary course of business. (d) The Executive's employment by the Company shall be full-time and in such detail as exclusive and, during the Board shall reasonably require. Notwithstanding anything contained herein to the contraryTerm, the Employee shall not be required to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Any substantial change in Employee's duties or title, without Employee's consent, shall be construed as termination without cause pursuant to paragraph 6[b] below. c. The Employee shall devote not less than an average of forty [40] hours per week to carrying out his duties hereunder and to the business of the Company, and during the Term the Employee Executive agrees that he will [(i] ) devote substantially all of his business time and attention, his best efforts efforts, and all his skill and ability to promote the performance interests of his duties hereunderthe Company; [(ii] ) carry out his duties in a competent and professional manner; (iii) work with other employees of the Company in a competent and [iii] professional manner; and (iv) generally promote the interests of the CompanyCompany and its clients. During Notwithstanding the Term it foregoing, the Executive shall not be a violation of this Agreement for the Employee permitted to serve on civic engage in other business or charitable boards activities (as an active participant or committeesa passive investor), to perform speaking engagements, or to manage his personal passive investments, so long as provided that such activities [are not rendered for a company which transacts business with the Company or directly competes (as hereinafter defined) with the Company (or, if such company does transact business with the Company or does directly compete with the Company, it is a publicly held corporation and the Executive's participation is limited to owning less than 1% of its outstanding shares) and further provided that such activities (individually or collectively] ) do not materially interfere with the performance of his duties or responsibilities under this Agreement. (e) The Executive's services hereunder shall be performed at the Employee's responsibilities as an employee offices of the CompanyCompany in Weehawken, New Jersey and New York, New York, subject to necessary travel requirements of his position and duties hereunder.