Common use of Duties Clause in Contracts

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”). Such duties may include, without limitation, the performance of services for, and to serving on the provisions board of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge directors of, any subsidiary of the Company with without any additional compensation. The Executive shall devote substantially all such powers as may be reasonably incident of the Executive’s business time and effort to such responsibilities; and he shall have such other powers and the performance of the Executive’s duties as designated in accordance hereunder. Provided that the following activities do not interfere with the Company's Bylaws Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may be assigned to him from time to time by perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the Chairman boards of directors of other business organizations that are not engaged in any aspect of the Board and senior housing industry, provided, however, that service on the Board boards of Directors. The Employee directors of other business organizations shall report directly to require the Company's Chairman of the Board and the Board of Directors and any executive committee consent of the Board. The Company agrees to provide acknowledges that the Employee with such accommodations Executive currently serves as are suitable to the character a director of his positions with the Company and adequate for as the performance Chairman of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to Board of the Company's business. This Agreement The Company agrees that the Executive shall not be construed as preventing nominated by the Employee from investing assets in such form or manner as will not require his services in the daily operations Nominating and Corporate Governance Committee of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up Board for re-election to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveat each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, at the time of each annual meeting, (a) or from participating in charitable if the Executive is unable to perform his duties hereunder due to a disability or other notincapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-for-profit activities time basis prior to such time as long as such activities do the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not materially interfere with notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his work for intention resign from his position of Chief Executive Officer of the Company.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officerare specifically set forth in this Agreement. The Employee shall have all the powers Company acknowledges and agrees to perform all that: (i) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and the Board of Directors of any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and to the provisions several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Articles of Incorporation transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and Bylaws the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company. The Employee shall have general executive charge Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and that the Board several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide acknowledges that the Employee with such accommodations as are suitable Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for may have against the performance several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject devote his full-time efforts to the direction proper and faithful performance of all duties customarily discharged by a president for a company doing the Chairman type of business engaged in by Company, as well as having responsibility for the Board and the Board of Directors day to day management of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and any additional duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman Chief Executive Officer of the Board and Company and/or the Board of DirectorsDirectors of Company, consistent with the provisions of this Section 3. The Employee Executive shall report directly to the Chief Executive Officer of Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company Executive agrees to provide the Employee use his best efforts and comply with such accommodations as are suitable to the character of his positions with the Company all fiduciary and adequate for professional standards in the performance of his dutiesduties hereunder. During his employment To the extent that any additional duties assigned to the Executive include the provision of services to any subsidiary or affiliate of Company, such services shall be provided without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Company, to the Employee best of its knowledge, and Executive acknowledge that prior to the effective date of this Agreement, Executive has fulfilled his duties and responsibilities as set forth in this Section 3. Executive represents and warrants to Company that, at all times during the term of this Agreement, he will continue to fulfill his duty of loyalty to Company and will act in the best interest of Company's shareholders. (a) The Executive has been engaged in the pharmaceutical business for in excess of thirty-five (35) years and has disclosed to the Company his ownership interests in Pharmeral, Inc.* and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included the Company. The Executive further agrees to devote substantially disclose any significant change in his full timeassociation with said entities or in the nature of their business operations if there comes a time when underlying circumstances which have been represented to the Company are materially altered. The Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive's holdings in any one individual company exceeds one percent (1%) of his net worth, attention and energies said holding will be disclosed in writing to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by Superintendent shall be the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positionsschool system and shall have, subject to under the direction of the Chairman Board, general supervision and management of all of the public schools and all the personnel in various personnel departments of the school system. Superintendent shall perform those duties set forth in, and be subject to, the written policy of the Board, reserving, however, those legal powers specifically vested in the superintendent by law. In furtherance and not in limitation of the authority granted by the written policy of the Board and or the Board of Directors laws of the CompanyState of Ohio, and to the provisions extent such duties are not the responsibility of another superintendent or the Treasurer under law, Superintendent shall direct and assign teachers and other employees of the Articles schools under her supervision, shall assign pupils to grade levels and buildings, shall organize, reorganize, and arrange the administrative and supervisory staff, both instructional and non-instructional, as best serves the Board, shall select all personnel for initial employment and make recommendations with respect to the re-employment, non-renewal, layoff, and termination of Incorporation existing employees, shall have the initial authority to receive and Bylaws respond to complaints regarding District staff or operations, shall from time to time suggest regulations, rules and procedures deemed necessary for the well- being of the Companyschool district and, in general, perform all duties incident to the office of superintendent and such other duties as may be prescribed by Board from time to time. The Employee In performing these duties on behalf of the Board, Superintendent shall have general executive charge of the Company authority to consult with all such powers legal counsel or other professional advisors as may be reasonably incident necessary, subject to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time any limitations imposed by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company It is expressly understood and adequate for agreed that the performance of his dutiesthe duties of Superintendent may require Superintendent to work outside normal business hours and at non-school locations. During his employment under this AgreementSuperintendent shall have the right to attend all school board meetings and all school board and citizen committee meetings, the Employee agrees to devote substantially his full timeserve as an ex-officio member of all school board committees, attention and energies provide administrative recommendations on each item of business considered by each of these groups. Superintendent, in her discretion, and to the Company's businessextent permitted by law, may delegate to other school personnel the exercise of any powers and the discharge of any duties imposed upon Superintendent. This Agreement The delegation of any power or duty, shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations not, however, relieve Superintendent of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work responsibility for the Companyaction taken under such delegation.

Duties. The Company does hereby employ and engage the Employee as Senior Vice President Sales of the Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to time and as provided in the Bylaws of the Company, as the same may be amended from time to time. The Employee is engaged by shall diligently and faithfully execute and perform such duties and responsibilities, subject to the Company as its President general supervision and Chief Executive Officer. Unless otherwise consented to by control of the Employee, the EmployeeCompany's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all be responsible and report to the powers Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and agrees responsibilities and may assign or reassign the Employee to perform all such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the business and affairs of the duties associated Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with those positions, subject to the direction of the Chairman of the Board and the Board of Directors prior written consent of the Company's Board of Directors; provided, and to however, that in any event any such other business activity will not: (a) adversely affect or materially interfere with the provisions performance of the Articles Employee's duties and responsibilities hereunder, (b) involve a conflict of Incorporation and Bylaws interest with the Company or (c) involve activities competitive with the business of the Company. The Notwithstanding the foregoing, the Employee shall have general executive charge be permitted to (i) engage in charitable and community affairs and (ii) make investments of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated any character in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions business not in competition with the Company or any of its subsidiaries or divisions and adequate for manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of his duties. During his employment the Employee's duties and responsibilities under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged During the Employment Term, Executive shall serve the ------ Corporation in a dual capacity, as its Vice President, or in such other capacity or capacities as may be determined by the Company Board (provided that his authority, duties and responsibilities shall be at least commensurate in all material respects with his office, status and titles at the time of such change); and as its the President and Chief Executive OfficerOfficer of its wholly-owned subsidiary, Xxxx Evaluation & Testing Associates, Inc. ("BETA"). Unless otherwise consented Executive shall perform such executive, administrative, development, production, marketing and other services and duties for the Corporation, or any Subsidiary, at the present location of the Corporation or any office or location less than 25 miles from such location, but in no event more than 40 miles from the principal office of BETA in Pleasantville, New York. During the Employment Term, and excluding any periods of vacation and sick leave, Executive agrees to by devote reasonable attention and time during normal business hours to the Employeebusiness and affairs of the Corporation and, to the Employeeextent necessary, to discharge the responsibilities assigned to Executive hereunder, to use Executive's positions with reasonable best efforts to perform faithfully and efficiently such responsibilities. It is anticipated that during the Company initial year of this Agreement, Executive shall devote eighty (80%) percent of his time to his responsibilities relating to BETA and twenty (20%) percent of his time to his responsibilities to the Corporation. Thereafter, Executive shall devote such time to the business of each of the Corporation and BETA as shall be as its President agreed by Executive and the Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer of the duties associated with those positionsCorporation it being understood that such time shall continue to be devoted to BETA as shall be required to maintain BETA's viability and effectively operate and manage its affairs. During the Employment Term it shall not be a violation of this Agreement for Executive to (A) serve on corporate, subject to the direction of the Chairman of the Board and the Board of Directors of the Companycivic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company (C) manage personal investments, so long as Executive's duties in connection therewith do not unreasonably interfere with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and Executive's duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement Activities of Executive consistent with this Section 4 shall not be construed permit the Corporation to terminate Executive's employment for "Cause", as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companydefined below.

Duties. The Employee is engaged by duties of the Company as its President Executive shall be those which are usually and customarily associated with the position of a Co-Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive OfficerOfficer of a comparably-sized company. The Employee shall Executive will have all the powers duties, responsibilities and agrees to perform all of the duties associated with those positionsauthorities as detailed in Exhibit A attached hereto and incorporated herein, subject to the direction of the Chairman of the Board as well as such other reasonably related duties, responsibilities and authorities as may be specified by the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the CompanyMHI. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate MHI for the performance of his duties. The Executive shall devote substantially all of his working time, attention, skill and reasonable best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of MHI. During his employment under this Agreementthe Employment Term, the Employee agrees to devote substantially his full timeExecutive shall refrain from acting as an employee, attention and energies to employer, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity own, operate, control, assist, or participate in any business that is in competition in any way with the Company's business. This Agreement Employer; provided, that this prohibition shall not be construed as preventing preclude the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from Executive from: (i) serving as an outside director a member of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveof one additional for profit company, if and only if the company is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) or from participating engaging in charitable charitable, civic or other notvolunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-forthe-profit counter exchange if, and only if, (a) the Executive does not own more than five percent (5%) of such shares of any such company, and (b) the Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with Employer, that Employer retains all rights and authority to control Executive’s activities as long as such activities do in carrying out the terms of this Agreement, and that the subsidiaries of MHI and its affiliates shall not materially interfere with his work be considered a joint employer of Executive for the Companyany purposes under this Agreement or under any federal, state or local laws.

Duties. The Employee NAI agrees to employ the Executive and the Executive agrees to accept employment with NAI for the Term of Employment hereinafter defined. During the Term of Employment, the Executive, subject to the provisions of this Agreement, shall: (a) have the title and the duties of Executive Vice President of News Corporation, a Delaware corporation (“NEWS CORP”) and (b) be a member of the Office of the Chairman (the “OOC”) of NEWS CORP. In addition, the Executive shall serve as the Chief Executive Officer of NEWS CORP’s newly established education division (the “Educational Division”) which shall include Wireless Generation, Inc. after it is engaged acquired by NEWS CORP. As the Company as its President Chief Executive Officer of the Educational Division: (i) the Executive will be the most senior officer of the Educational Division (other than the Chairman and Chief Executive Officer. Unless otherwise consented to by Officer of NEWS CORP); and (ii) the Employee, the Employee's positions Executive shall have such duties and authority as are customarily associated with the Company shall be as its President and position of Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the Company's Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP. NEWS CORP shall use its best efforts to assure that the Executive serve and continues to serve as a member of the NEWS CORP Board of Directors during the Term of Employment. During the Term of Employment the Executive shall devote substantially all of his business time and attention and give his best efforts and skill to furthering the business and interests of NEWS CORP and to the performance of such executive duties as the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP may determine, from time to time, consistent with the terms of this Agreement and which are commensurate with the scope of the Executive’s position; provided that so long as they do not in any manner interfere with his performance hereunder and are in accordance with NEWS CORP’s policies, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods to: (i) serving, with the prior approval of the Board and or the Board NEWS CORP Chairman or Group General Counsel, as a director or member of Directors and any executive a committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of any company or organization, (ii) delivering lectures and fulfilling speaking engagements, (iii) engaging in charitable and community activities, (iv) making television appearances, (v) authoring books or articles for newspapers, magazines, online media sites or similar media; and (vi) investing his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing personal assets in such form or and in such manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveviolate Section 7(c) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companybelow.

Duties. The Employee is engaged by Executive shall serve as the Company as its President and Company’s Chief Executive Officer. Unless otherwise consented to by the EmployeeOfficer and President and, the Employee's positions consistent with the Company shall be as its President Company’s bylaws and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties and responsibilities customarily associated with those positions, such positions in a public corporation of similar size and business and subject to the direction of the Chairman of the Board and the Board of Directors Executive Chairman, shall have general responsibility and ultimate authority for implementation of the Company, and to the provisions policies of the Articles Company and for the management of Incorporation the business and Bylaws affairs of the Company. The Employee Executive also shall have general executive charge of the Company with all such powers as any additional duties and any additional responsibilities which may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time be reasonably designated by the Chairman Board or the Executive Chairman; provided that the scope of the Board his duties and the Board extent of Directorshis responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the position of Chief Executive Officer and President in a public corporation of a similar size and business. The Employee At all times, the Executive shall report directly be subject to the Company's Chairman of the Board and the Board of Directors and any executive committee direction of the Board. The Company agrees to provide During the Employee with such accommodations as are suitable Employment Period, the Executive shall devote his full business time and best efforts to the character business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his positions personal assets in any business that is not competitive with the Company and adequate for the performance or any of his duties. During his employment under this Agreementits subsidiaries, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in provided that such form or manner as investment will not require his any services in on the daily operations part of the affairs Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the companies in which Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such investments are made. This Agreement shall also not be construed securities; (iv) serve as preventing the Employee from serving as an outside a director of up to two three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other for-profit companies (activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such additional companies as the Board business is conducted, in whole or in part, within a one-hundred (100) mile radius of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company’s principal executive headquarters.

Duties. The Employee is engaged by Executive shall serve the Company as its President in an executive capacity and Chief Executive Officer. Unless otherwise consented to by the Employeeshall report to, the Employee's positions with the Company shall and be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the general direction of and control of, the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Chief Executive Officer of the Company. The Employee Executive shall have general executive charge of the Company with all perform such powers duties and responsibilities and in such capacities as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time established by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardChief Executive Officer from time to time. The Company agrees to provide the Employee with such accommodations as are suitable Executive shall perform his duties and discharge his obligations well and faithfully and to the character utmost of his positions with ability, and shall use his best efforts to promote the success, reputation and good will of the Company and adequate for the performance of his dutiesits Affiliates. During his employment under this Agreement, the Employee The Executive also agrees to devote substantially his full timeperform, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in without additional compensation, such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies for any Affiliate as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do designate; provided that the Executive's performance of duties and services for any Affiliate shall not materially interfere with unreasonably be added to the time required for performance of his work assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be required to relocate outside the Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and effort exclusively to the performance of his duties and responsibilities hereunder during the term of his employment and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any breach of fiduciary duty or duty of loyalty to the Company or its Affiliates, the Executive shall not, during the term of his employment hereunder, engage in any other activity, whether or not such activity is conducted or pursued for gain, profit or other pecuniary advantage, if it conflicts or interferes with or adversely affects in any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company the Executive shall not, during the term of his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is employed in an executive and administrative position that is not subject to overtime pay under the federal wage and hour law.

Duties. The Employee is engaged by During the Company Term of Employment (or, if applicable, any Extended Term of Employment), the Executive shall serve as its the Company's President and Chief Executive Officer. Unless otherwise consented to , and upon election by the EmployeeCompany's Board of Directors (the "Board"), shall serve as a member of the EmployeeBoard. The Board shall elect the Executive as a member of the Board prior to the execution of this Agreement, subject however to execution of this Agreement by the parties and further subject to the approval of the Bankruptcy Court for the District of Delaware. As the Company's positions with the Company shall be as its President and Chief Executive Officer. The Employee , the Executive shall have all direct and manage the powers and agrees to perform all affairs of the duties Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as are customarily associated with those positionsand incident to the position of President and Chief Executive Officer and as the Company may, from time to time, require of him, subject to the direction of the Chairman Company's Board. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Executive to (1) manage his own private financial investments; or (2) with the consent of the Board and (which consent shall not be unreasonably withheld) to be a member of the Board board of Directors directors of other companies which do not compete with the Company, and so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the provisions Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Articles of Incorporation and Bylaws Executive shall be the principal executive offices of the Company. The Employee shall have general executive charge Executive acknowledges that in the course of the Company with all such powers as his employment he may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him required, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations travel on behalf of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Company does hereby hire, engage, and employ the Employee is engaged by as the Chief Financial Officer and Senior Vice President of Finance of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as its they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and Senior Vice President of Finance of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall be consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Unless otherwise consented Throughout the Period of Employment, Employee shall devote her full time, energy, and skill to by the Employee, the Employee's positions with performance of her duties for the Company shall be as its President and Chief Executive Officer. The Employee shall have all for the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge benefit of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsXxx. The Xxxxxx Company Group. Employee shall report directly exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany under this Agreement. The Company agrees to provide the shall furnish Employee with such accommodations office, secretarial and other facilities and services as are suitable to the character of his positions with the Company and adequate reasonably necessary or appropriate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention Employee's duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies consistent with her position as the Board Chief Financial Officer and Senior Vice President of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for Finance of the Company.

Duties. The Employee is engaged by (a) Director agrees to serve as an independent Director of the Company and to devote as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be much time as its President and Chief Executive Officer. The Employee shall have all the powers and agrees is reasonably necessary to perform all of the Director’s duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors as a Director of the Company, and to the provisions including duties as a member of one or more committees of the Articles of Incorporation and Bylaws of Board, to which the CompanyDirector may hereafter be appointed. The Employee shall have general executive charge of the Company with all Director will perform such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated described herein in accordance with the general fiduciary duty of directors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that Director may maintain such positions. The Company also acknowledges that Director may from time to time provide consulting or advisory services for business entities other than the Company which are not competitors of the Company and that Director may sit on the board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company's Bylaws , and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as may be assigned to him fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Chairman Company, provided that the foregoing shall in no way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company currently intends to hold at least one regular meeting of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman each Committee each quarter, together with additional meetings of the Board and Committees as may be required by the Board of Directors business and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company. Director shall be given reasonable advance notice of such meetings and they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in which such investments are made. This Agreement shall also not be construed person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as preventing the Employee from serving as an outside director of up to two other for-profit companies (reasonably requested and such additional companies as agreed upon by the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities and make himself available to the Company at mutually convenient times and places, as long as such activities do not materially interfere with his work for the Companyappropriate and convenient.

Duties. The Employee is engaged by shall serve as the Company President of the Legal ------ Enterprise Division of the Company, and the Vice President of Sales and Marketing for the Parent, as its President hereinafter defined, and shall report to, and be subject to the general direction and control of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Chief Operating Officer (the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board "COO") and the Board of Directors of the Company, and to Company (the provisions "Board") or of the Articles of Incorporation and Bylaws of the CompanyParent, as applicable. The Employee shall have general executive charge of the Company with all perform such powers as may be reasonably incident to such responsibilities; management and he shall have such other powers and duties as designated in accordance administrative duties, consistent with the CompanyEmployee's Bylaws and positions, as may be assigned to him are from time to time assigned to the Employee by the Chairman of Chief Executive Officer, the Board COO and the Board of Directors(or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). The Employee shall report directly further agrees to use his best efforts to develop a national record retrieval business for the Parent and all of the Parent's subsidiaries. The Employee also agrees to perform, without additional compensation, such other services for the Company's Chairman , and for any parent, subsidiary or affiliate corporations of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), as the Chief Executive Officer, the COO or Board shall from time to time specify, if such services are of the nature commonly associated with the positions of Employee set forth above for a company engaged in activities similar to the performance activities engaged in by the Company or the Parent, and to perform such other activities as are consistent with the Employee's past responsibilities as an employee of the Seller and the LEI Business; provided, that Employee shall not be required to engage in any business that is not reasonably related to the Business of the Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or the Parent to relocate his dutiesprimary residence. During his employment under For purposes of this Agreement, the Employee agrees to devote substantially his full time, attention and energies to "Business of the Company's business. This Agreement " or, alternatively, "Business" shall be defined as the current business of the Company, including, but not be construed as preventing limited to, the Employee from investing assets in such form or manner as will not require his marketing and providing of record retrieval and litigation support services in the daily operations of California area, as well as the affairs of national record retrieval business for the companies Parent and its subsidiaries contemplated above. The term "Company" as used in which such investments are made. This this Agreement shall also not be construed as preventing the Employee from serving as an outside director of up deemed to two other for-profit companies (include and refer to all such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyAffiliates.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all be employed as the powers and agrees to perform all Chief Executive Officer of the Employer. In such capacity, the Employee shall have the responsibilities and duties associated with those positions, subject to the direction of the Chairman of the Board customary for such offices and such other executive responsibilities and duties as are assigned by the Board of Directors (the “Board”) of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance Employer which are consistent with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsEmployee’s position. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for At all times during the performance of his duties. During his employment under this Agreement, the Employee agrees will adhere to devote substantially his full timethe rules and regulations (the “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the employees of the Employer and its subsidiaries or for the position or positions held by the Employee. Until further notice from the Board, attention the Employee will consult regularly with Xxxx Xxxxxx and energies Xxxx Xxxxxxxx on management and strategy matters. The Employee will attend and participate in meetings of the Board. Subject to the completion of certain amendments to the Company's business. This ’s Investor Rights Agreement shall not be construed to address Board voting arrangements, as preventing discussed with the Employee, the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as serve on the Board of Directors for as long as he is employed as the Chief Executive Officer of the Employer (but, for the avoidance of doubt, the Employee will not serve on the Audit Committee or Compliance Committee of the Board). The Employee agrees to devote his full time and best efforts to the performance of his duties to the Employer. Employee will resign from the boards of directors of Factor Trust and Mariner Finance Holdings on or before January 31, 2012. The Employee may hereafter approve) or from participating in charitable or other not-for-profit activities continue to serve on the boards of directors of Music Training Center Holdings, LLC and Beneficial Mutual Bancorp as long as such activities do not service does not, in the good faith judgment of the Board, materially interfere with the performance of his work for duties hereunder. Any additional board service or similar roles with other organizations shall be subject to the Companyprior approval of the Board.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the Employee, the Employee's positions with Each of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Selling Stockholders acknowledges and agrees to perform all that: (a) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Board Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (d) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and the Board Selling Stockholders and that the several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide and the Employee with such accommodations as are suitable Selling Stockholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Stockholders hereby waive and release, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for the performance Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. Director agrees to serve as an independent Director of the Company and to be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of Xxxxxx & Xxxxx Education, Inc. (together, the “Organizational Documents”) and the laws of the state of Delaware. The Employee is engaged by Company acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement. Director confirms that he will be able to devote sufficient time and attention to the Company as its President is necessary to fulfill his responsibilities as a Director of the Company and Chief Executive Officerthat the Other Employment will not in any way impact Director’s independence. Unless otherwise consented Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors. Director also represents that the Other Employment shall not interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to by the Employeedirectors of Delaware corporations). Director also confirms that (a) he does not possess material business, the Employee's positions close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s equity holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company shall be or (ii) make decisions and carry out his responsibilities as its President a Director of the Company, in each case in accordance with the terms of the Organizational Documents and Chief Executive Officerapplicable law, and (b) he has no existing or former relationship or affiliation of any kind with any competitor of the Company. The Employee shall have all By execution of this Agreement, Director accepts his appointment or election as independent Director of the powers Company, and agrees to perform all of the duties associated with those positionsserve in such capacity, subject to the direction terms of this Agreement and with the Chairman specific responsibilities and powers set forth in the duly adopted resolutions of the Board and the Board of Directors of the Company, attached hereto as Exhibit A, until his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The parties hereto acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity; provided, that the Company may determine that it is in the best interest of the Company and/or its direct and indirect subsidiaries for Director to be appointed to the provisions board or boards of the Articles directors or managers, as applicable, of Incorporation and Bylaws certain of the Company. The Employee shall have general executive charge ’s direct or indirect subsidiaries (each a “Subsidiary Board” and collectively, the “Subsidiary Boards”) and, in such case, the Company may request that Director accept a position as independent director or manager, as applicable, of such Subsidiary Boards; provided, further that if, after agreeing to accept such a position, Director is appointed to one or more Subsidiary Boards by a valid resolution of the Company with all such powers as may applicable Subsidiary Boards, the applicable subsidiaries shall be reasonably incident automatically deemed to such responsibilities; and he shall have such other powers and duties as designated in accordance with be party to this agreement without any further action or amendment by the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full timeDirector, attention and energies to or the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyapplicable subsidiaries.

Duties. The Employee is engaged by the Company Executive, in his capacity as its President General Counsel and Chief Executive Officer. Unless otherwise consented to by the EmployeeOperating Officer shall, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and unless the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Trustees of the Company with all such powers as may be reasonably incident (the “Board”) determines otherwise, report directly to such responsibilities; the Company’s Chief Executive Officer Xxxx X. Xxxxxx (or his successor) and he faithfully perform for the Company the duties of said office and shall have perform such other powers duties of an executive, managerial or administrative nature as shall be specified and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman Board of Trustees of the Board Company (the “Board”) (including the performance of services for, and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and serving on the Board of Directors and of, any executive committee subsidiary or affiliate of the BoardCompany without any additional compensation). The Company agrees Executive shall devote substantially all of the Executive’s business time and effort to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under the Executive’s duties hereunder; provided, however, that in no event shall this Agreementsentence prohibit the Executive from performing other activities, the Employee agrees to devote substantially his full timewhether personal, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies charitable, investment (and such additional companies as the Board of Directors may hereafter approveincluding real estate investment activities) or from participating in charitable or business and any other not-for-profit activities as approved by the Board, so long as such activities do not materially and adversely interfere with his work the Executive’s duties to the Company or otherwise violate the terms of the Executive’s Non-Competition Agreement (as defined below) executed by the Executive and the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of Xxxxxxx X. Xxxxxx (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various Xxxxxx family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that he may have to any such trusts or family investment entities so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board of Trustees (the “Compensation Committee”).

Duties. The Employee Executive agrees that during the Employment Period from and after the Effective Date, while Executive is engaged employed by the Company Company, Executive will devote Executive’s full business time, energies and talents to serving as its the President and Chief Executive OfficerOfficer of the Company and the Parent, at the direction of the Board of Directors of the Parent (the “Board”). Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeBoard, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman Board and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. So long as Executive is the Chief Executive Officer of the Parent, he shall serve as member of the Board and if the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. The Company agrees Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive’s duties under this Agreement or conflict in any material way with the Companybusiness of the Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Parent or the Company or their respective affiliates) or hold any other position with any business without receiving the prior written consent of the Board, which consent, with respect to serving on private company boards, may not be unreasonably withheld.

Duties. The Employee is engaged by During the Company Term (as defined in Section 3), Executive shall serve FirstMerit and FirstMerit Bank as its Executive Vice President of FirstMerit and President of the Construction Financing Division of FirstMerit Bank in accordance with directions from the Chief Executive Officer. Unless otherwise consented During the Employment Period, Executive shall devote Executive's exclusive business time, energies, attention and ability to the business of FirstMerit, and shall faithfully and diligently perform the duties of Executive's employment with FirstMerit and of any office or offices held by the EmployeeExecutive in FirstMerit, the Employee's positions with the Company provided that there shall be as its President no set time or minimum time during which Executive shall perform such services. It is understood and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsagreed that, subject to the direction of the Chairman of the Board and without prior written approval from the Board of Directors of FirstMerit (the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the "Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement ") (which approval shall not be construed as preventing unreasonably withheld to the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially interfere with his work Executive's duties), Executive may not engage in any other business activities during the period of Executive's employment by FirstMerit, whether or not for profit or other pecuniary advantage. Notwithstanding the Companyforegoing, (a) nothing contained in this Section 2 shall preclude Executive from any investment or activity that existed at the time of this Agreement, which were disclosed by Executive to FirstMerit and do not materially interfere with Executive's duties; (b) Executive may make personal financial investments after the date of this Agreement which do not involve any active participation on Executive's part, (c) Executive may engage in charitable, educational, religious, civic, trade associations and similar types of activities, and (d) Executive may serve on the board of directors of such other entities as may be approved by the Board; provided, however, that any such activities described in item (c) above must be approved in advance by the Board, and any such activities described in items (c) and (d) above (i) must not interfere with the business or the performance of the Executive's duties under this Agreement, and (ii) must not conflict with policies concerning conflicts of interest. Any director's or other fees received by the Executive related to activities described in (a) and (d) above may be retained by Executive.

Duties. The Employee is engaged Executive shall devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by the Company as its a President and Chief Executive Officer. Unless otherwise consented to Officer for a company doing the type of business engaged in by Company, as well as having responsibility for the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all day-to-day management of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and any additional duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of DirectorsDirectors of Company. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany. The Company Executive agrees to provide the Employee use his best efforts and comply with such accommodations as are suitable to the character of his positions with the Company all fiduciary and adequate for professional standards in the performance of his dutiesduties hereunder. During his employment Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. Executive represents and warrants to Company that, at all times prior to the Employee Effective Date when he has served as its President and Chief Executive Officer and at all times during the Term, he has either fulfilled or will fulfill his duty of loyalty to Company; and he has either acted or will act in the best interests of Company’s shareholders. Executive has been engaged in the pharmaceutical business for over forty (40) years and has disclosed to Company his ownership interests in Pharmeral, Inc. and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the sale or licensing of various products, which transactions have in the past included Company. Executive further agrees to devote substantially disclose any significant change in his full timeassociation with said entities or in the nature of their business operations if there comes a time when the underlying circumstances represented to the Company are materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of his net worth, attention and energies said holdings will be disclosed in writing to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by During the Term of Employment, the Executive shall continue to serve as the Company's Managing Director and Secretary. In his capacity as Secretary, the Executive shall have such powers, perform such duties and shall have such responsibilities with respect to the Business of the Company as its President usually pertaining and Chief Executive Officer. Unless attributed by law, custom or otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all office of the duties associated with those positionsSecretary, subject to the direction of the Chairman of the Board and except as may be expressly limited by the Board of Directors of the Company. In his capacity as Managing Director the Executive will be involved in corporate planning and development, capital raising, regional sales, marketing of corporate products and services, and approving corporate documents for signature. The Executive shall not without the prior written consent of the Company's Board of Directors, during the term of this Employment Agreement, other than in the performance of duties naturally inherent in the business of the Company as applicable, and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, the Executive may: (a) attend to outside investments and serve as a director of a corporation which does not compete with the Company; (b) serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the provisions extent consented to in writing by the Board of the Articles of Incorporation and Bylaws Directors of the Company. The Employee Executive shall have general executive charge arrange his affairs and lifestyle so that he can perform his duties from the Company's offices currently located at 0 Xxx Xxxxxxxxxxxx Plaza, New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the Executive. The Executive shall travel as reasonably required in connection with the performance of his duties hereunder. If elected, the Executive may agree to serve any part of the Term of Employment as any other officer of the Company with all such powers or as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with an officer or director of any of the Company's Bylaws and subsidiaries without any additional compensation other than as may specified in this Employment Agreement, provided no other liabilities or obligations are imposed on Executive outside the scope of this Employment Agreement. So long as this Employment Agreement is in effect, the Executive shall be assigned to him from time to time by the Chairman nominated as a member of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by From and after the Effective Date, and based upon the terms and conditions set forth herein, the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of employ the duties associated with those positions, subject to the direction of the Chairman of the Board Employee and the Board of Directors of Employee agrees to be employed by the Company, as Vice-President, Pharmaceutical Research and to the provisions Clinical Development of the Articles of Incorporation Company and Bylaws in such equivalent, additional or higher executive level position or positions as shall be assigned to him by the Company’s President and CEO. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall take direction from the President and CEO of the Company. The Employee shall have general executive charge During the Term of the Company with all such powers this Employment Agreement (as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated defined in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this AgreementSection 2 below), the Employee agrees to devote substantially all of his full time, attention and energies working time to the Company's businessposition he holds with the Company and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties that are assigned to him. This Agreement The Employee shall not be construed as preventing observe and abide by the reasonable corporate policies and decisions of the Company in all business matters disclosed to employee. The Employee represents and warrants to the Company that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, directorships and other positions held by the Employee from investing assets in such form corporations and firms other than the Company and its subsidiaries and (b) any investment or manner as will not require his services ownership interest in any corporation or firm other than the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing Company beneficially owned by the Employee from serving as an outside director (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of up to two other for-profit companies (their class and such additional companies as real estate). The Employee will promptly notify the Board of Directors may hereafter approve) of the Company of any additional positions undertaken or from participating in charitable or other not-for-profit activities as investments made by the Employee during the Term of this Employment Agreement if they are of a type that if they had existed on the date hereof, should have been listed on Exhibit A hereto. As long as the Employee’s other positions or investments in other firms do not create a conflict of interest, violate the Employee’s obligations under Section 7 below or cause the Employee to neglect his duties hereunder, such activities do and positions shall not materially interfere with his work for the Companybe deemed to be a breach of this Employment Agreement.

Duties. The Employee is engaged by Executive shall serve the Company as its President and Chief Executive Officer. Unless otherwise consented Officer to serve in such capacity or other capacities consistent therewith as designated by the Employee, the Employee's positions with Board of Directors of the Company shall be as its President and Chief Executive Officer. The Employee shall have all (the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board “Company Board”) and the Board of Directors of Beacon (the Company“Beacon Board” and, together with the Company Board, the “Boards”) and shall have such duties, authorities and responsibilities as the most senior executive officer of the Company and Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive shall serve the Company faithfully, diligently and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character best of his positions with the Company ability and adequate for the performance shall devote substantially all of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention energy and energies skill to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company as necessary to perform the duties of his position, and he shall not assume a position in which such investments are made. This Agreement shall also any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) serve as a member of not be construed as preventing the Employee from serving as an outside director of up to two other more than one for-profit companies (and such additional companies board of directors so long as the Executive receives prior written permission from the Beacon Board of Directors may hereafter approve(such permission not to be unreasonably withheld); (ii) or from participating serve in any capacity with charitable or other not-for-profit activities as enterprises so long as there is no material interference with the Executive’s duties to the Company and (iii) make passive investments where the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities do not materially interfere infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of the board of directors of Morristown Medical Center and as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with his work for the Executive’s duties to the Company. In addition, during the Term, the Executive will continue to serve as a member of each of the Boards.”

Duties. The Employee is engaged by During the Company Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as its President a senior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Officer (“CEO”) of the duties associated with those positionsEmployer and, subject to the direction of for so long as so elected, shall serve as the Chairman of the Board and the Board of Directors of the Company, Employer (the “Board”). Executive shall also serve as Chairman and CEO (or the closest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Employer shall cause Executive to be nominated for reelection to the provisions Board at the expiration of each then current term ending during the Articles Employment Period and use commercially reasonable efforts to cause his reelection. Executive, as Chairman and CEO, shall be principally responsible for all decision-making with respect to the Employer and its subsidiaries (including with respect to the hiring and dismissal of Incorporation all executives and Bylaws of the Company. The Employee deciding which such executives shall have general executive charge of the Company with all such powers as may be reasonably incident report solely and directly to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned him), subject to him from time to time supervision by the Chairman of the Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in all respects with senior executives other than Executive in connection with the Board’s and its committees’ performance of Directorstheir duties. The Employee Executive shall report solely and directly to the Company's Board. Executive’s duties and authority shall be commensurate with his position as Chairman and CEO of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations Employer as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companya publicly traded company.

Duties. The Employee is engaged During the term of this Agreement, the Executive agrees to be employed by and to serve the Company Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in such capacities. Unless otherwise consented to by the EmployeeIn such capacity, the Employee's positions with the Company Executive shall be render such managerial, administrative and other services as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties are customarily associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably or incident to such responsibilities; position and he shall have perform such other powers duties and duties responsibilities for the Corporation as designated in accordance the Corporation may reasonably require, consistent with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorssuch position. The Employee Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote a substantial portion of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention energy, and energies skill to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies Corporation as the Board Executive shall report to the Corporation's board of Directors directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of directors may hereafter approve) appoint one or more members of the board of directors to coordinate the reporting from participating the Executive to the board of directors. In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive reports to another officer or employee, other than the Corporation's board of directors as a whole, then at any time thereafter, at the Executive's option and upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for event, the Companyemployment shall be deemed to have been terminated by the Corporation without cause.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions Executive shall serve in the Position and perform all duties and services commensurate with the Company shall be as its President Position, and Chief Executive Officer. The Employee shall have all such other duties reasonably assigned or delegated to him under the powers and agrees to perform all By-laws of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him Employer or from time to time by the Chairman Board or the Employer’s Chief Executive Officer and consistent with the Position. The Executive shall devote all of the Board Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the Term, the Executive shall not engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, unless the Board of Directorsgives him its prior written permission. The Employee shall report directly Executive will at all times comply with all applicable laws pertaining to the Company's Chairman performance of this Agreement, and strictly adhere to and obey all of the Board ethical rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the Board conduct of Directors and any executive committee employees of the BoardEmployer and/or its Affiliates (as defined below). The Company agrees to provide foregoing provision shall not prevent the Employee with such accommodations as are suitable to the character Executive’s purchase, ownership or sale of his positions any interest in any business that does not compete with the Company business of the Employer, or its Affiliates, or the Executive’s involvement in charitable or community activities, provided, that (i) the time and adequate for attention that the Executive devotes to such business and charitable or community activities does not interfere with the performance of his duties. During his employment duties under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations (ii) a material portion of the affairs time devoted by the Executive to charitable or community activities are devoted to charitable or community activities within the Employer’s market area, and (iii) such conduct complies in all material respects with applicable policies of the companies in which such investments are madeEmployer and its Affiliates. This Agreement shall also not be construed as preventing For purposes of this Agreement, the Employee from serving as an outside director term “Affiliate” includes (a) a corporation that is a member of up to two other for-profit companies the same controlled group of corporations (and such additional companies within the meaning of Section 414(b) of the Code) as the Board Employer, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Directors may hereafter approveSection 414(c) of the Code) with the Employer, (c) any organization (whether or from participating not incorporated) that is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Employer, a corporation described in charitable clause (a) of this paragraph or a trade or business described in clause (b) of this paragraph, and (d) any other not-for-profit activities as long as such activities do not materially interfere entity that is required to be aggregated with his work for the CompanyEmployer pursuant to regulations promulgated under Section 414(o) of the Code.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeEmployment Period, the Employee's Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of the Executive’s positions with and shall render such services on the Company shall be as its President and Chief terms set forth herein. In addition, the Executive Officer. The Employee shall have all the such other executive and managerial powers and agrees to perform all of the duties associated with those positions, subject as may be reasonably assigned to the direction of the Chairman of the Board and Executive by the Board of Directors of Centers (the Company“Centers Board”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the Executive’s positions. The Executive shall report solely and directly to the Holdings Board. The Executive’s duties, titles and responsibilities shall not be changed materially at any time without his consent (other than during any period where the Executive is incapacitated due to physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of absence, or as otherwise provided in this Agreement, the Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the provisions best of the Articles of Incorporation Executive’s ability, to the duties and Bylaws responsibilities of the CompanyExecutive’s positions in furtherance of the business affairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, the Executive is permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs, (b) serve on civic or charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Employee Executive shall have general executive charge at all times be subject to, comply with, observe and carry out faithfully to the best of the Company with his ability and in all such powers as may be reasonably incident material respects (x) Centers lawful rules, regulations, policies and codes of ethics and/or conduct applicable to such responsibilities; its employees generally and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him effect from time to time by and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Chairman of Centers Board or the Holdings Board and the Board of Directors. The Employee shall report directly may from time to the Company's Chairman of the Board and the Board of Directors and any time reasonably establish or approve for their executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyofficers.

Duties. The Employee is engaged by Executive agrees that during the Company Employment Period, Executive will devote his full business time, energies and talents to serving as its the President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Officer of the Company shall be as its and the President and Chief Executive OfficerOfficer of the Bank, at the direction of the Board and the Bank Board, as the case may be. The Employee Executive shall have all such duties and responsibilities as may be assigned to Executive from time to time by the powers Board and agrees to the Bank Board, which duties and responsibilities shall be commensurate with Executive’s position, shall perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman Board and the Bank Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a member of the Board and the Board of Directors of the CompanyBank Board, and subject to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge election by those shareholders of the Company and the Bank authorized to vote with all respect to the election of directors. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and activities do not, in the reasonable judgment of the Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties as designated under this Agreement or conflict in accordance any material way with the Company's Bylaws business of the Employer and as may be assigned to him from time to time by its Affiliates; provided, however, that Executive shall not serve on the Chairman board of directors of any business (other than the Employer or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Bank Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by As Chief Financial Officer of the Company, the Executive shall diligently and faithfully perform such duties and functions as may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, . The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge business affairs of the Company with all and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and for diligently and faithfully performing such powers as may be reasonably incident to such responsibilities; duties and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and functions as may be assigned to him from time to time by the Chairman Executive commensurate with his position as Chief Financial Officer of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and Company by the Board of Directors and any executive committee of the BoardCompany on all matters for which the Executive is responsible. The Company agrees to provide Notwithstanding the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementforegoing, the Employee agrees Executive shall be permitted to devote substantially his full time, attention invest the Executive’s personal assets and energies to manage the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive’s personal investment portfolio in such a form or and manner as will not require his any business services in on the daily operations Executive’s part to any third party, and provided it does conflict with the Executive’s duties and responsibilities to the Company or the provisions of Section 10 or Section 11 hereof, or conflict with any material published policy of the affairs Company or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the companies in which such investments are madeCompany or its Affiliates. This Agreement Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with that of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be construed as preventing unreasonably withheld. Notwithstanding anything to the Employee from serving contrary herein, the parties acknowledge and agree that the Executive shall, during the term of this Agreement and at the request of the Company, also serve as an outside director officer of up to two other for-profit companies (and such additional companies any Affiliate of the Company as the Board of Directors may hereafter approve) shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company or from participating in charitable the Company had separately entered into this Agreement, except that the Executive shall not be entitled to any compensation, vacation, fringe benefits, automobile allowance or other not-for-profit activities as long as remuneration of any kind whatsoever from such activities do not materially interfere with his work for Affiliate of the Company.

Duties. The Employee is engaged Executive shall perform and discharge faithfully the duties and responsibilities which may be assigned by the Company Board to the Executive from time to time in connection with the conduct of the Company’s and Board’s business, which shall include, without limitation, (a) prior to the Transition Date, the continuation of her present duties as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors Officer of the Company, and (b) after the Transition Date, (i) providing expertise, insight and guidance in support of the new President and Chief Executive Officer and related assistance in furtherance of a smooth transition of the Company’s leadership, (ii) if elected at any annual meeting of shareholders prior to the provisions Retirement Date, serving as a member of the Articles Board, (iii) whenever present, presiding at all meetings of Incorporation the Board and Bylaws of the Company’s shareholders, and (iv) coordinating between the Board and the new Chief Executive Officer with respect to the Company’s business and strategic initiatives. The Executive shall report to the Board. The Executive hereby agrees that she shall at all times comply with and abide by all terms and conditions set forth in this Agreement and all applicable work policies, procedures and rules of the Company. The Employee Executive also agrees that she shall have general executive charge of the Company comply with all such powers as may be reasonably incident to such responsibilities; federal, state and he shall have such other powers local statutes, regulations and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for public ordinances governing the performance of his dutiesher duties hereunder. During his employment under this AgreementFor the period from the Effective Date through the Transition Date, the Employee agrees Company will provide Executive with access to devote substantially his full time, attention Company premises and energies administrative support consistent with past practice. For the period from the Transition Date to the Company's business. This Agreement shall not be construed as preventing Retirement Date, the Employee from investing assets in such form or manner as Company will not require his services in provide the daily operations Executive with access and technical and administrative support reasonably sufficient to allow the Executive to perform her duties hereunder, which is anticipated to include (i) computer hardware of the affairs type currently used by the Executive; (ii) a Company email and director portal accounts; (iii) access to an executive administrative assistant for purposes of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other forscheduling Company-profit companies related matters; (and such additional companies as the Board of Directors may hereafter approveiv) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work IT support for the CompanyExecutive’s hardware and software, including with respect the Executive’s personal devices to the extent they are used for Company matters; (v) mail forwarding services; and (v) key-card access to Company facilities.

Duties. The Employee is engaged During the Term, Executive shall be employed by the Company as its Chief Operating Officer and Executive Vice President of the Company and of the OP and, as such, Executive shall faithfully and to the best of his ability perform for the Company and the OP the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and designated from time to time by the Chief Executive Officer of the Company or Board of Trustees of the Company (the “Board”), and as an officer, manager, agent, trustee or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive’s position as Chief Operating Officer. Unless otherwise consented to by the Employee; provided, the Employee's however, that Executive’s service in such positions with the Company a joint venture or affiliate that is not a majority owned subsidiary shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction mutual agreement of Executive and the Company. The Executive shall report to the Board, the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Chief Executive Officer of the Company. The Employee Executive shall have general executive charge of the Company with all such powers as may be reasonably incident devote his business time and effort exclusively to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing employed by or provide business services to any other person or entity. Notwithstanding the Employee foregoing, nothing herein shall prohibit Executive from investing assets (i) engaging in such form personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or manner as will not require his services in the daily operations its affiliates; (ii) subject to prior approval of the affairs of the companies in Board, which such investments are made. This Agreement approval shall also not be construed as preventing unreasonably withheld, accepting directorships unrelated to the Employee from serving as an outside director Company that do not give rise to any conflict of up to two other for-profit companies interests with the Company or its affiliates; and (and such additional companies as the Board of Directors may hereafter approveiii) or from participating engaging in charitable or other not-for-profit activities as and civic activities, so long as such activities and outside interests described in clauses (i), (ii) and (iii) hereof do not materially interfere interfere, in any material respect, with the performance of Executive’s duties hereunder. The Executive shall perform his work for duties at the principal office of the Company.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth in this Agreement. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the EmployeeThe Company, the Employee's positions with Subsidiary Partnership and the Company shall be as its President Manager acknowledge and Chief Executive Officer. The Employee shall have all agree that (i) the powers purchase and agrees to perform all sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, the Subsidiary Partnership and the Board Manager and the several Underwriters and the Company, the Subsidiary Partnership and the Manager are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement, (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of Subsidiary Partnership or the Articles of Incorporation and Bylaws Manager, or their affiliates, equityholders, creditors or employees or any other party, (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company. The Employee shall have general executive charge , the Subsidiary Partnership or the Manager with respect to any of the Company with all transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company, the Subsidiary Partnership or the Manager on other matters) and (iv) the several Underwriters and their respective affiliates may be reasonably incident engaged in a broad range of transactions that involve interests that differ from those of the Company, the Subsidiary Partnership and the Manager and that the several Underwriters have no obligation to disclose any of such responsibilities; interests. Each of the Company, the Subsidiary Partnership and he shall the Manager acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth in this Agreement. Each of the Company, the Subsidiary Partnership and the Manager hereby waives and releases, to the fullest extent permitted by law, any claims that the Company, the Subsidiary Partnership and the Manager may have such other powers and duties as designated against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in accordance connection with the Company's Bylaws and as may be assigned to him from time to time by the Chairman offering of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under Shares contemplated by this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged Executive will hold the office of Executive Vice President, Chief Financial Officer. Executive will have such duties and responsibilities as may be assigned, from time to time, by and subject to the direction and supervision of, and shall report to, the Company’s Chief Executive Officer, including, in Executive’s capacity as Executive Vice President, Chief Financial Officer, such duties and responsibilities to the subsidiaries of the Company as its President may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Chief Executive Officer. Unless otherwise consented During the Term, and excluding any periods of vacation or personal leave to by which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the EmployeeCompany, the Employee's positions with the Company shall be as its President and Chief (ii) Executive Officer. The Employee shall have all the powers and agrees to perform will apply on a full-time basis all of the duties associated with those positions, subject Executive’s skill and experience to the direction performance of Executive’s duties, and (iii) Executive may have no other employment and, without the Chairman of the Board and the Board of Directors prior written consent of the Company, no outside business activities (provided that the management of Executive’s personal or family assets and to the provisions of the Articles of Incorporation affairs and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from Executive’s time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall spent on charitable activities will not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an deemed outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as so long as such activities do not materially significantly interfere with his work for Executive’s performance of duties under this Agreement). Executive will perform Executive’s duties under this Agreement with fidelity and loyalty to the Company, to the best of Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Company as well as all directives and instructions from the Company’s board of directors of the parent of the Company, RMG Networks Holding Corporation, a Delaware corporation (the “Board”). The Company shall have the right to purchase in Executive’s name a “key person” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder, and Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of Executive.

Duties. The Employee is engaged Company hereby engages the Executive and the Executive ------ hereby accepts engagement by the Company as its President an Executive Officer, and Cinmar, Inc. hereby engages the Executive and the Executive hereby accepts engagement by Cinmar, Inc. as Chairman and Chief Executive Officer. Unless otherwise consented to by the EmployeeOfficer of Cinmar, Inc., the Employee's positions with sole general partner of Cinmar Acquisition, LP, the wholly-owned limited partnership ("New L.P.") of the Company which will operate the "Frontgate Business" formerly operated by Cinmar, L.P., upon the terms and subject to the conditions set forth herein. The Executive shall be as the primary executive officer of New L.P., or its President successor, if any, and Chief Executive Officer. The Employee shall have all primary authority over and, to the powers best of his abilities, be responsible for, the operation and agrees to perform all management of the duties associated with those positionsNew L.P., subject to the direction of the Chairman review and approval of the Board of Directors of Cinmar, Inc. as is appropriate with respect to the customary authority of a chief executive officer. The Executive shall use such other titles and have such duties as shall be agreed upon between the Executive and the Company from time to time. The Executive shall also perform such other duties consistent with his position as an Executive Officer of the Company as shall be specified from time to time by the Board of Directors of the Company, and provided Executive shall, in his discretion, be entitled to allocate at least 50% of his time to the provisions Frontgate Business, and the balance, for other Cornerstone activities, and greater amounts of his time for shorter periods of time if reasonably required by the Articles of Incorporation and Bylaws of the CompanyFrontgate Business. The Employee Executive shall have general executive charge perform his duties on behalf of New L.P. and the Company with all such powers as may on a substantially full-time basis, provided Executive shall be reasonably incident entitled to such responsibilities; and he shall have such serve on the Boards of Directors (or other powers and duties as designated in accordance governing bodies) of up to three (3) for profit organizations (provided no conflict of interest with the Company's Bylaws and as may be assigned to him from time to time by Company exists) and, with the Chairman consent of the Board and the Board of Directors. The Employee , which shall report directly to the Company's Chairman of the Board and the Board not be unreasonably withheld or delayed, additional Boards of Directors (or similar governing bodies) of for profit organizations, and any executive committee on the Boards of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character Directors (or similar governing bodies) of his positions with the Company and adequate not for the performance of his dutiesprofit organizations. During his employment under the term of this Agreement, New L.P. (or its successor operating the Employee agrees to devote substantially his full timeFrontgate Business) shall maintain its principal executive offices in the Greater Cincinnati, attention Ohio area and energies to the Company's business. This Agreement Executive shall not be construed as preventing required to relocate from the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyGreater Cincinnati, Ohio area.

Duties. The Employee is engaged by Executive shall: (i) serve as and have the Company as its President and Chief title of Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board Board; (ii) report to the Board; (iii) have such duties and responsibilities as are assigned by the Board of Directors of the Companyfrom time to time in various areas which may include, but are not limited to, sales development, senior management evaluation and guidance, strategy review and activities related to mergers and acquisitions; and (iv) subject to the provisions of this Section 3 and Section 10 hereof, provide all services described in or otherwise related to clause (iii) above on an exclusive basis for the Articles of Incorporation and Bylaws benefit of the Company. The Employee Throughout the Term, Issuer shall have general executive charge elect Executive to, and Executive shall serve as a member of, the Board. Subject to the provisions of the Company with all this Section 3 and Section 10 hereof, Executive agrees to devote such powers as may be reasonably incident portions of his business time, energy, skills and best efforts to such responsibilities; employment while so employed as are, within his reasonable good faith judgment, necessary and he shall have such other powers desirable to accomplish the duties and duties as designated in accordance with the Company's Bylaws and as may be responsibilities assigned to him by the Board from time to time by time. Subject in all cases to the Chairman restrictions contained in Section 10 hereof, however, nothing in this Agreement shall preclude Executive (a) from engaging in charitable and community affairs (including without limitation, serving as a trustee or member of the Board and the Board board of Directors. The Employee shall report directly to the Company's Chairman directors of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form charitable or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approvecommunity organizations) or from participating in charitable or other not-for-profit activities as investing his personal assets so long as such activities do not materially interfere with his work for duties and responsibilities hereunder, (b) from serving as a member of the board of directors or as a trustee of not more than two corporations, associations or entities any securities of which are publicly traded or were issued pursuant to Rule 144A under the Securities Act of 1933, as amended (each a “Public Company”), or (c) with the prior written consent of the Issuer, which consent shall not be unreasonably withheld, conditioned or delayed, from serving as a general partner or other member of the board of directors, trustees or managers of such other partnership, corporation or company which is not a Public Company, it being understood that Executive’s membership, and participation in activities with respect to such membership, on the board of directors of Vivius, Inc., a privately held, consumer-driven health care company, has been previously consented to by the Issuer and the Company. Executive shall be entitled to have access to office space, as from time to time reasonably requested by him in order to discharge his duties hereunder, at the Company’s principal executive offices, at the offices of MCP in Cambridge, Massachusetts and (to the extent reasonably available) at the offices of Monitor Clipper Group in Chicago, Illinois and New York, New York. Executive shall also be entitled to receive, as from time to time reasonably requested by him in order to discharge his duties hereunder, secretarial and junior professional support from MCP and Monitor Clipper Group, as applicable.

Duties. The Employee is engaged by Executive will serve the Company as its President in the capacity of Executive Vice President, General Counsel and Chief Secretary and, in that capacity, Executive Officer. Unless otherwise consented will perform his duties to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all best of the duties associated with those positionshis abilities, subject to the direction oversight of the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer (the “Chairman and CEO”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Chairman and CEO or the Board may impose through the Company’s authorizing resolutions or otherwise. During the Term of Directors Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers business ethics as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him are from time to time by in effect. During the Chairman Term of Employment, Executive shall not, without the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee prior approval of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character , which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of his positions with the Company and adequate or for the performance of his duties. During his employment under this Agreementbenefit of, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed any other “Person” (as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving defined below) as an outside director employee, advisor, member of up a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating work in any capacity for any charitable or other not-for-profit activities as long as organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs, to engage in public speaking, and to serve, from time to time, on the board of directors (or in a comparable position) of up to two (2) charitable organizations selected by Executive, provided that such activities do not materially unreasonably conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his work for current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not unreasonably conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person” as used in this Agreement means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeTerm, the Employee's positions Executive shall devote his best efforts and such of his business time, attention, skill and efforts as are necessary to consult with the Company shall be as its President executive officers and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, Company and the Bank with respect to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers matters as may be reasonably incident requested by the Company and the Bank; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for serving as a director or consultant to such responsibilities; and he shall have such other powers and duties as designated in accordance any business organization which does not involve a material conflict of interest with the Company's Bylaws and as may be assigned to him business, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating engaging in charitable or other not-for-profit activities as and community activities, and from managing his personal investments, so long as such activities do not materially interfere with negatively impact on the Executive's availability and ability to provide services to the Company hereunder. The parties hereto acknowledge and agree that (i) the Executive shall be free to reside and work at any location of his work for choice within the direct geographical service area of the Company and the Bank, (ii) in certain circumstances, the Executive may respond to the Company's requests for his services by telephone, mail, facsimile or similar means of communication, (iii) in requiring the Executive's services hereunder, the Company shall consider the reasonable convenience of the Executive and the demands of his other commitments; (iv) the conduct and control of the consulting services to be performed hereunder shall be the sole responsibility of the Executive; (v) the Company and the Executive shall reasonably agree upon the Executive's schedule and the hours during which he shall be required to perform consulting services hereunder, and (vi) nothing in this Agreement requires the Executive to devote his full time efforts to or on behalf of the Company. The Company hereby acknowledges and agrees that the Executive shall continue to receive compensation and benefits pursuant to this Agreement as set forth in Paragraph 4 hereof notwithstanding the failure or refusal of the Company to request the performance of consulting services by the Executive hereunder. The Company may terminate this Agreement only for Cause as set out in Paragraph 5B hereof.

Duties. The Employee is engaged by agrees that he shall continue to serve the Company as its President and Chief Executive Financial Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject reporting to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board Audit Committee and the Board of Directors. The Employee shall report directly to , until the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with Employment Termination Date (as defined below) or such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies earlier time as the Board of Directors may hereafter approve) or determines. Prior to the Employment Termination Date and during the period from participating in charitable or other not-for-profit activities the date hereof through and including the Employment Termination Date, Employee shall serve as long the Principal Accounting Officer and Chief Financial Officer and during such time shall be responsible for such duties and responsibilities as are commensurate with such activities do positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,, including but not materially interfere with his work for limited to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Registration Statements (the “SEC Filings”) including all certifications thereto. Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole discretion may otherwise designate. Employee will be deemed to be in breach of this Agreement and subject to termination for “Cause” as defined herein, and Employee will receive no benefits and be terminated without further payments or benefits beyond the date of termination pursuant to the express provisions of this Agreement, in the event of material failure to perform the duties and responsibilities as set forth herein.

Duties. The Employee is engaged by Executive, in his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”). Such duties may include, without limitation, the performance of services for, and to serving on the provisions board of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge directors of, any subsidiary of the Company with without any additional compensation. The Executive shall devote substantially all such powers as may of the Executive’s business time and effort to the performance of the Executive’s duties hereunder; provided that the Executive will be reasonably incident permitted to such responsibilities; spend a portion of his or her time and he shall have such other powers and efforts assisting ARP Phoenix Fund I GP, LLC in the performance of its duties as designated in accordance to ARP Phoenix Fund I, L.P. Provided that the following activities do not interfere with the Company's Bylaws Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may be assigned to him from time to time by perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the Chairman boards of directors of other business organizations that are not engaged in any aspect of the Board and multi-family residential industry, provided, however, that service on the Board boards of Directors. The Employee directors of other business organizations shall report directly to require the Company's Chairman of the Board and the Board of Directors and any executive committee consent of the Board. The Company agrees to provide acknowledges that the Employee with such accommodations Executive currently serves as are suitable to the character a director of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement The Company agrees that the Executive shall not be construed as preventing nominated by the Employee from investing assets in such form or manner as will not require his services in the daily operations Nominating and Corporate Governance Committee of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up Board for re-election to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveat each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company; provided that, at the time of each annual meeting, (a) or from participating in charitable if the Executive is unable to perform his duties hereunder due to a disability or other notincapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-for-profit activities time basis prior to such time as long as such activities do the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not materially interfere with notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his work for intention resign from his or her position of Chief Executive Officer of the Company.

Duties. The Employee is engaged by During the Company Period of Employment, the Executive shall serve the Corporation as its President and Chief Executive OfficerOfficer and shall be principally responsible for the general supervision, direction and control of the business and officers of the Corporation, in each case subject to the general direction of the Corporation’s Board of Directors (the “Board”). Unless otherwise consented to by During the EmployeePeriod of Employment, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees duties customarily attendant to perform all the offices of president and chief executive officer of a corporation of the duties associated with those positions, subject to the direction size and nature of the Chairman of the Board Corporation and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties commensurate with his position as designated the Board may assign from time to time. The Executive shall also be subject to the corporate policies of the Corporation as they are in accordance with the Company's Bylaws and as may be assigned to him effect from time to time by throughout the Chairman Period of Employment (including, without limitation, the Board Corporation’s xxxxxxx xxxxxxx policy, Code of Ethics, and employee policies, as they may change from time to time). During the Board Period of Directors. The Employee Employment, the Executive shall report directly solely to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide Corporation shall appoint the Employee with such accommodations as are suitable Executive to the character Board promptly following the Commencement Date (as defined in Section 2). In connection with any expiration of his positions with the Company and adequate for term of the performance Executive’s Board seat during the Period of his duties. During his employment under this AgreementEmployment, the Employee agrees Corporation shall re-nominate the Executive at the related annual meeting of the Corporation’s stockholders to devote substantially his full timefill a Board seat, attention and energies if the Executive is elected as a director, that would have the longest remaining term of the director seats to be filled at that meeting (but the Company's business. This Agreement Board shall not be construed required to change the class of seat the Executive has theretofore filled as preventing the Employee from investing assets a director) and, in such form or manner cases, shall use good faith efforts to keep the Executive on the Board; provided the Executive is continuing as will not require his services in the daily operations an employee of the affairs of Corporation, is otherwise willing to serve on the companies in which such investments are made. This Agreement shall also not be construed as preventing Board, and satisfies the Employee from serving as an outside director of up to two other for-profit companies minimum guidelines and requirements (and such additional companies as if any) established by the Corporation for Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companymembership generally.

Duties. During the Employment Period, the Executive shall devote the Executive’s full business time, energies and talents to serving as the President & Chief Executive Officer of the Company, at the direction of the Company’s Board of Directors. The Employee is engaged Executive shall have such duties and responsibilities as may be assigned to the Executive from time to time by the Company as its President Company’s Board of Directors, which duties and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions responsibilities shall be commensurate with the Company Executive’s position, shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of duties assigned to the duties associated with those positionsExecutive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the ’s Board of Directors and any executive committee shall have such authorities and powers as are inherent to the undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive shall perform the duties required by this Agreement at the Company’s Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be nominated to serve as member of the Board. The Company agrees to provide the Employee with such accommodations as are suitable , subject to the character election of his positions with the Company and adequate for shareholders. Notwithstanding the performance foregoing provisions of his duties. During his employment this Section 2, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Company’s Board of Directors, inhibit, prohibit, interfere with his work for or conflict with the Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that the Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Company’s Board of Directors.

Duties. The Employee is engaged by During the Term of this Agreement, whether Initial or Successor, the Executive shall render to the Company services as its President President, and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the such duties normally associated with those positionsthat position, including but not limited to the formulation and implementation of business strategies and initiatives, overseeing and developing marketing plans, and initiating and reviewing merger and acquisition opportunities, and as may otherwise be reasonably designated by and subject to the direction of the Chairman of the Board and the Board of Directors supervision of the Company's Chief Executive Officer and its Board of Directors, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have serve in such other powers additional capacities appropriate to his responsibilities and duties skills as shall be designated in accordance with by the Company's Bylaws and as may be assigned to him from time to time by the Chairman , through action of the Board its Chief Executive Officer and the Board of Directors. The Employee During such Term, the Executive shall report directly devote his primary and substantial business attention, time and energies to the operations and affairs of the Corporation, and will use his best efforts to promote the interests and reputation of the Company, provided that he may pursue such other activities, both remunerative and non-remunerative, as do not interfere or compete with, to any material degree, the complete performance of his obligations hereunder. Any question of interpretation which may arise under the preceding proviso shall be resolved by majority decision of the Company's Chairman Board of Directors, provided that the Executive's current and any continuing membership on the board of directors of each of Fast Lane Travel, Inc. ("FAST LANE TRAVEL"), World Airways, Inc., IJBI, Inc., Aden Enterprises or Epsilon, Inc. is hereby approved, as are any operational or administrative activities engaged in by the Executive in performing services for Xxxx.xxx, within the period ending June 1, 2000, involving no more than 32 hours per month and which are not competitive to the interests of the Board and Company. The Company shall cause the Executive, as of the date of this Agreement, to be appointed to membership on the Company's Board of Directors and any executive committee covenants that its best efforts shall be used during the Term to cause the Executive to be nominated for and, with shareholder approval, elected to continued and uninterrupted service in that capacity. The Executive represents and warrants to the Company that, other than under the terms of the Board. The Company agrees to provide the Travel Industries, Inc. Employee with such accommodations as are suitable Confidentiality Agreement, dated September 16, 1999, a complete and correct copy of which has been furnished to the character of his positions Company, (a) he is not proscribed by any agreement with any prior employer or other party from using or disclosing any confidential information, or competing with the Company business, of such employer or other party, (b) his performance under this Agreement will not breach any other agreement by which he is bound, and adequate for (c) in the performance of his duties. During his employment under this Agreementduties hereunder, the Employee agrees he will not make use of materials or information proprietary to devote substantially his full time, attention any former employer and energies which are not generally available to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companypublic.

Duties. The Employee is engaged by During the Company Employment Period, Executive shall devote Executive’s full business time, energies and talents to serving as its the President and Chief Executive OfficerOfficer of the Company, at the direction of the Company’s Board of Directors. Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeCompany’s Board of Directors, the Employee's positions with the Company which duties and responsibilities shall be as its President and Chief Executive Officer. The Employee commensurate with Executive’s position, shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the ’s Board of Directors and any executive committee shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive shall perform the duties required by this Agreement at the Company’s Iowa City, Iowa headquarters unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as member of the Board. The Company agrees to provide the Employee with such accommodations as are suitable , subject to the character election of his positions with the Company and adequate for shareholders. Notwithstanding the performance foregoing provisions of his duties. During his employment this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Company’s Board of Directors, inhibit, prohibit, interfere with his work for or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Company’s Board of Directors.

Duties. The Employee is engaged by In your capacity as the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee you shall have all the powers powers, responsibilities, duties and agrees to perform all authority customary for the chief executive officer of corporations of the duties associated with those positionssize, subject type and nature of the Company, and you will report solely and directly to the direction of the Chairman of the Board and the Board of Directors of the Company, and Company (the “Board”). Subject to the provisions of this paragraph, you agree to devote substantially all of your business time and attention to the Articles of Incorporation business and Bylaws of the Company. The Employee shall have general executive charge affairs of the Company with all such powers as may be reasonably incident and to such responsibilities; perform your duties in a diligent, competent and he shall have such other powers skillful manner and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorsapplicable law. The Employee shall report directly to the Company's Chairman of the Board and Company understands that you serve on the Board of Directors and any executive committee of Madison Square Garden Entertainment Corp. (“MSGE”). As recognized in Article Tenth of the BoardCompany’s Amended and Restated Certificate of Incorporation (the “Overlap Policy”), there may be certain potential conflicts of interest and fiduciary duty issues associated with your roles at the Company and MSGE. The Company recognizes and agrees to provide the Employee with such accommodations as are suitable to the character that none of his positions with (i) your responsibilities at the Company and adequate for MSGE, (ii) the actual or potential conflicts of interest and fiduciary duty issues that are waived in the Overlap Policy or (iii) any actions taken, or omitted to be taken, by you in good faith to comply with your duties and responsibilities to the Company in light of your responsibilities to the Company and MSGE, shall be deemed to be a breach by you of your obligations under this Agreement (including your obligations under Annex I) nor shall any of the foregoing constitute “Cause” as such term is defined herein. Notwithstanding the foregoing, nothing herein shall preclude you from (i) serving as a member of the board of directors of up to three non-competitive public companies upon consent of the Company (not to be unreasonably withheld); provided that, until April 3, 2023, you may serve on up to four such boards, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of his duties. During his employment under this Agreementyour duties and responsibilities hereunder, including compliance with the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets covenants set forth in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.Xxxxx X.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers normal duties, responsibilities, functions, and agrees to perform all authority of the duties associated with those positionsCEO, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Board. Executive shall render to the Articles of Incorporation Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as the CEO of the Company, as the Board may from time to time direct. The Employee Executive shall have general executive charge devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company with all such powers as may be reasonably incident to such responsibilities; Company, its Affiliates, and he its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall have such other powers support and duties as designated in accordance with implement the Company's Bylaws business and as may be assigned to him strategic plans approved from time to time by the Board and shall support and cooperate with the Company’s effort to expand the business and operate in conformity with the business and strategic plans approved by the Board. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the Chairman of the Board and Board, who may approve under such procedures as the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any or its executive committee shall from time to time approve, serve on the board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character benefit of his positions with any Person other than the Company and adequate for its Subsidiaries and Affiliates if such other activities or services interfere with the performance of his duties. During his employment Executive’s duties under this Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services in the daily operations of the affairs of the companies in which Executive deems to be appropriate; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive’s performance of Executive’s duties under this Agreement.

Duties. The During the term of this Agreement, Employee is engaged will be employed by the Company to serve as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Officer of the Company. The Employee shall have general executive charge will devote such amount of business time to the conduct of the business of the Company with all such powers as may be reasonably incident required to such responsibilities; effectively discharge Employee's duties under this Agreement and, subject to the supervision and he shall have such other powers and duties as designated in accordance with direction of the Company's Bylaws Board of Directors (the "Board"), will perform those duties and have such authority and powers as may are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) the authority to direct and manage the day-to-day operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as President and Chief Executive Officer of the Company; provided, however, that Employee will not be assigned required to him perform services for any affiliate of the Company and will not be required to accept any other offices with the Company without Employee's consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, -------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT Page 1 from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies require Employee to travel temporarily to other locations on the Company's business. This Notwithstanding the foregoing, nothing in this Agreement shall not is to be construed as preventing the prohibiting Employee from investing assets in such form continuing to (i) serve on corporate, civic or manner as will not require his services in the daily operations of the affairs of the companies in which such charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies and (and such additional companies as the Board of Directors may hereafter approveiv) or from participating in charitable or other not-for-profit activities as provide consulting services, so long as such activities do not materially significantly interfere with his work for the Companyperformance of the Employee's responsibilities as an employee of the Company in accordance with this Agreement.

Duties. The Employee Executive agrees that during the Employment Period while ------ Executive is engaged employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the Manager of the Company as its until the consummation of the Reorganization and the President and Chief Executive OfficerOfficer of the Company and the Parent immediately after the consummation of the Reorganization. Unless otherwise consented For periods prior to by the EmployeeReorganization, Executive will provide services for the Employee's positions Company in accordance with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all terms of the duties associated with those positionsCompany's Operating Agreement dated as of February 10, subject 1999 (as the same may be amended from time to time) (the "Operating Agreement") and, for periods after the Reorganization, at the direction of the Chairman of the Board and the Parent's Board of Directors of (the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company"Board"). The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he Executive shall have such other powers duties and duties as designated in accordance with the Company's Bylaws and responsibilities as may be assigned to him Executive from time to time pursuant to the Operating Agreement or the Board, as applicable, shall perform all duties assigned to Executive faithfully and efficiently, subject to the terms of the Operating Agreement or the direction of the Board, as applicable, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Chairman Company's principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Prior to the Reorganization, Executive shall be elected to serve as a member of the Board for a term to be mutually agreed to by Executive and the Board of DirectorsParent. The Employee shall report directly to In addition, if the Company's Chairman of the Board and the Board of Directors and any executive committee Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. The Company agrees Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities involving professional, attention charitable, educational, religious and energies similar type activities to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company) or hold any other position with any business without receiving the prior written consent of the Board, which consent may not be unreasonably withheld.

Duties. During the Employment Period, the Executive shall devote the Executive's full business time, energies and talents to serving as the President & Chief Executive Officer of the Company, at the direction of the Company's Board of Directors. The Employee is engaged Executive shall have such duties and responsibilities as may be assigned to the Executive from time to time by the Company as its President Company's Board of Directors, which duties and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions responsibilities shall be commensurate with the Company Executive's position, shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of duties assigned to the duties associated with those positionsExecutive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee shall have such authorities and powers as are inherent to the undertakings applicable to the Executive's position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive shall perform the duties required by this Agreement at the Company's Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be nominated to serve as member of the Board. The Company agrees to provide the Employee with such accommodations as are suitable , subject to the character election of his positions with the Company and adequate for shareholders. Notwithstanding the performance foregoing provisions of his duties. During his employment this Section 2, during the Employment Period, the Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the Employee agrees to devote substantially his full timeextent such activities do not, attention and energies to in the reasonable judgment of the Company's business. This Board of Directors, inhibit, prohibit, interfere with or conflict with the Executive's duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that the Executive shall not be construed as preventing serve on the Employee from investing assets in such form board of directors of any business (other than the Company or manner as will not require his services in an Affiliate) or hold any other position with any business without receiving the daily operations prior written consent of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Company's Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyDirectors.

Duties. The Employee is engaged by shall serve as Chief Executive Officer of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's hold such positions with any of the Company's future subsidiaries as Employee and the Company shall be as its President and Chief Executive Officeragree. The Employee shall have all the powers and agrees report directly to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors (the "Chairman") of the Company, who shall initially be the Chief Executive Officer of FICO appointed as Chairman by the Company's Board of Directors (the "Board"). Subject to the control of the Chairman or of another officer designated by the Chairman, Employee will be responsible for cooperating with the Company and FICO in identifying areas of potential synergy between FICO's businesses and the Company's business and for developing and implementing plans and actions to realize the benefits of such synergies for the Company, including cross-selling opportunities, the development of integrated products and services and the consolidation of certain functional areas. Employee also agrees to participate, on such terms and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers extent as may be reasonably incident determined from time to such responsibilities; and he shall time by FICO's senior management, in established senior management councils of FICO. Employee will also have such other powers and duties as designated in accordance with may be prescribed by the Chairman, the Board, the Company's Bylaws bylaws, or by an officer of FICO or its subsidiaries designated by the Board or the Chairman. Employee's duties may change from time to time on reasonable notice, based on the needs of the Company and his skills, as may be assigned determined by the Company. Employee is required to him exercise his specialized expertise, independent judgment and discretion to provide high-quality services, and to devote his full business time, energies, efforts and abilities exclusively to his employment, and shall use his best efforts and abilities to promote the Company's interests. Employee shall follow office policies and procedures adopted from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with , which the Company may change at any time, and adequate for the performance of shall follow such directions as may be given from time to time by his dutiessuperiors. During his employment under this Agreementthe Term, the Employee agrees to devote substantially his full timemay not engage, attention and energies directly or indirectly, in any business activity that competes with or is adverse to the Company's business. This Agreement shall not be construed , whether alone or as preventing the Employee from investing assets a partner, officer, director, employee, consultant or investor in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companybusiness activity.

Duties. The Employee is engaged by During the Company Employment Period, Executive shall devote Executive’s full business time, energy and talent to serving, (i) from the Effective Date through September 30, 2021, as its Senior Vice President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Accounting Officer of the Company shall be and the Bank, (ii) from October 1, 2021 through December 31, 2021, as its Senior Vice President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Accounting Officer of the duties associated with those positionsCompany and the Executive Vice President and Chief Financial Officer of the Bank, subject and (iii) from January 1, 2022 through the remainder of the Employment Period, as the Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer the Bank. Executive shall continue to report to the direction current Chief Financial Officer (“CFO”) of the Chairman of the Board and the Board of Directors of the CompanyCompany through December 31, 2021, and thereafter, to the provisions of Chief Executive Officer (the Articles of Incorporation and Bylaws “CEO”) of the Company. The Employee Executive shall have general executive charge of the Company duties that are commensurate with all such powers as may be reasonably incident to such responsibilities; Executive’s position(s) and he shall have such any other powers and duties as designated in accordance with the Company's Bylaws and as that may be assigned to him from Executive by the CEO (or CFO, as applicable), and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Term following October 1, 2021, Executive shall be nominated to serve as a member of the Bank’s board of directors. Executive shall perform the duties required by this Agreement at the Company’s principal headquarters, unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive’s duties under this Agreement or conflict in any material way with the Companybusiness of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the Board.

Duties. The Employee is engaged Company hereby employs the Executive as an employee, and the Executive agrees to be employed by the Company Company, upon the terms and conditions set forth herein. While serving as its President an employee of the Company, the Executive shall serve as the Chief Financial Officer and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors Administrative Officer of the Company, and be appointed to serve as the Chief Financial Officer and Chief Administrative Officer of Subsidiary. The Executive shall be the senior most financial and administrative officer of the Company and Subsidiary, shall report to the provisions of the Articles of Incorporation and Bylaws Chief Executive Officer of the Company. The Employee , and shall have general executive charge of the Company such power and authority and perform such duties, functions and responsibilities as are associated with all such powers as may be reasonably an incident to such responsibilitiespositions, and as the Chief Executive Officer may from time to time require of him; provided, however, that such authority, duties, functions and he responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by Chief Financial Officers and Chief Administrative Officers of public companies which are similar in size and nature to, and the financial position of, the Company, including, but not limited to, appropriate involvement in meetings of and exposure to the Board and its committees. The Chief Executive Officer shall have such other powers and be entitled to change the Executive’s duties as designated in accordance with the Company's Bylaws ’s needs, as determined in the Chief Executive Officer’s sole discretion, and such changes shall not be deemed to cause an adverse change in the Executive’s terms of employment and shall not give rise to any claim by the Executive against the Company in this regard. The Executive also agrees to serve, if elected, as an officer of any other direct or indirect subsidiary of the Company or Subsidiary, in each such case at no compensation in addition to that provided for in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason). The Executive acknowledges and agrees that his duties shall include travel outside of Israel as may be assigned necessary in order to him from time to time fulfill his duties hereunder, as determined by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardChief Executive Officer in his sole discretion. The Company agrees to provide and the Employee with such accommodations as are suitable to Executive confirm and agree that this Agreement is a personal employment contract and that the character of his positions with relationship between the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement parties hereto shall not be construed as preventing the Employee from investing assets in such form subject to any general or manner as will not require his services in the daily operations special collective employment agreement or any custom or practice of the affairs Company in respect of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director any of up to two its other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) employees or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companycontractors.

Duties. The Employee is engaged by Executive shall serve the Company as its President in an executive capacity and Chief Executive Officer. Unless otherwise consented to by the Employeeshall report to, the Employee's positions with the Company shall and be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the general direction of the Chairman of the Board and control of, the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee Executive shall have general executive charge of the Company with all perform such powers duties and responsibilities and in such capacities as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time established by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardfrom time to time. The Company agrees to provide the Employee with such accommodations as are suitable Executive shall perform his duties and discharge his obligations well and faithfully and to the character utmost of his positions with ability, and shall use his best efforts to promote the success, reputation and good will of the Company and adequate for the performance of his dutiesits Affiliates. During his employment under this Agreement, the Employee The Executive also agrees to devote substantially his full timeperform, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in without additional compensation, such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies for any Affiliate as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do designate; provided that the Executive's performance of duties and services for any Affiliate shall not materially interfere with unreasonably be added to the time required for performance of his work assigned duties and services for the Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of the type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be required to relocate outside the Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and effort exclusively to the performance of his duties and responsibilities hereunder during the term of his employment and any extension or renewal thereof. In addition, except for such personal and business investment activities as are essentially passive in nature and do not involve any breach of fiduciary duty or duty of loyalty to the Company or its Affiliates, the Executive shall not, during the term of his employment hereunder, engage in any other activity, whether or not such activity is conducted or pursued for gain, profit or other pecuniary advantage, if it conflicts or interferes with or adversely affects in any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company the Executive shall not, during the term of his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any other business concern conducting business for profit except for such personal and business investment activities as are essentially passive in nature. The Executive acknowledges that the Executive is employed in an executive and administrative position that is not subject to overtime pay under the federal wage and hour law.

Duties. The During the Term of Employment, Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform faithfully, industriously, and to the best of Employee's ability, experience, and talents, all of the duties associated with those positions, subject to that may be required by the direction express and implicit terms of the Chairman of the Board this Agreement and the Board of Directors of the Company, which are both customarily performed by an employee situated in similar position and to the provisions reasonable satisfaction of the Articles of Incorporation and Bylaws President of the Company. The Employee Such duties shall have general executive charge be provided at such places as the needs, business, or opportunities of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him require from time to time and shall include, but not be limited to, attending to all financial matters related to the Company including financial reporting, mergers & acquisitions, other capital structure matters and investor relations, SEC and other regulatory compliance, outside counsel, accountants, and other consultants as may be engaged, and building and managing the administrative and accounting department's functions, roles and responsibilities. It is further contemplated by the Chairman parties hereto that, subject to satisfactory performance by Employee and at the discretion of the Board President, Employee's responsibilities will be increased over the term hereof to include additional operational oversight and the Board of Directors. The management Employee shall report directly not, without prior written consent of the President of the Company during the Term of Employment, other than the Performance of duties naturally inherent in the business of the Company as applicable, perform services of any professional or commercial nature for any other person or firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with his employment hereunder, Employee may: (a) attend to outside investments; (b) serve as a director, trustee, or officer of or otherwise participate in professional, educational, welfare, social, religious and civic organizations; and (c) serve as a director, officer or employee of any other entity if and to the extent consented to in writing by the President of the Company. Employee shall arrange his affairs and lifestyle so that he can perform his duties from the Company's Chairman offices currently located at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx or at office facilities at such other locations approved by the President of the Board and the Board of Directors and any executive committee Company. If Employee fails to continue to perform his duties upon a reasonable change of the Board. The current Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate headquarters, this contract shall be deemed terminated for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for cause by the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject Subject to the direction supervision and control of the Chairman of the Board and the Board of Directors of the Company (the “Board”) and the Chief Executive Officer of the Company (the “CEO”), Employee shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of his position including, without limitation, keeping of the books and records of the Company, all accounting, compliance, filings and other activities related to the Company’s status as a publicly-traded company, the management of all day-to-day operations of the Company, and all matters pertaining to the provisions of the Articles of Incorporation research and Bylaws development, production, distribution, sale and marketing of the Company. The Employee shall have general executive charge ’s products and services and the employment of the Company with all Company’s employees and shall render such powers as may be reasonably incident to such responsibilities; and he services on the terms set forth herein. In addition, Employee shall have such other executive and managerial powers and duties as designated in accordance with respect to the Company's Bylaws Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to him by the Board or the CEO. Except for sick leave, paid time off (as provided in Section 4.3 below), and leaves of absence excused by the Board or the CEO, Employee shall, throughout the Term, devote all his working time, attention, knowledge and skills faithfully and to the best of his ability, to the duties and responsibilities of his position in furtherance of the business affairs and activities of the Company and its parent, subsidiaries, affiliates and strategic partners; provided, that with the consent of the Board, which consent shall not be unreasonably withheld, Executive shall be entitled to serve as a member of the board of directors of other corporations not in competition with the Company (the “Outside Services”), but in any event only to the extent such services shall not interfere with the full performance of his duties to the Company under this Agreement. The Company acknowledges that Employee currently holds board positions with Synthetica Ltd. and its clients Synthetica Holdings LLC, The IDEAS Studio Inc, and Microwave Photonics, Inc., (the “Synthetica Related Parties”) and Topline Farm, Inc., Topline Farm LLC and Hall Manor, Inc. (Personal Companies). Employee hereby represents and warrants that the Synthetica Related Parties and Personal Companies are not in competition with or related to in any way the business of the Company, and that his Outside Services to the Synthetica Related Parties and Personal Companies shall not interfere with the full performance of his duties to the Company, and based on these representations the Company hereby consents to Employee’s continued Outside Services to the Synthetica Related Parties and Personal Companies. Employee shall at all times be subject to, observe and carry out such rules, regulations, policies, directions, and restrictions as the Board or the CEO may from time to time by the Chairman establish for employees of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The BEST EFFORTS: INDEMNIFICATION. Employee is engaged by shall serve as an executive officer of the Company as its President Vice President. Treasurer and Chief Executive Financial Officer. Unless otherwise consented , subject only to by the Employeedirections from the, the Employee's positions with the Company shall be as its President and Chief Executive OfficerOfficer and the Board of Directors of Company. The Subject only to the directions of those identified in the preceding sentence. Employee shall have supervision and control over, and sole responsibility for, all financial management of the Company, and shall have such powers and agrees duties as may be from time to perform all of time prescribed by the duties associated with those positions, subject to the direction of the Chairman of the Board Chief Executive Officer and the Board of Directors of the Company, and to provided that the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other nature of' Employee's powers and duties as designated so prescribed shall not be inconsistent with Employee's position and duties set forth in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Exhibit I. Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote all of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business 2 activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the Company and abide by all reasonable Company policies not or hereafter existing. Subject to the provisions of the Company's business. This Agreement Article of Incorporation and Bylaws, each as amended from time to time, Company shall not be construed as preventing indemnify Employee to the Employee from investing assets in such form or manner as will not require his services in fullest extent permitted by the daily operations Business Corporation Act of the affairs State of Florida, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the companies performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in which such investments are madegood faith at Company's request. This Agreement Company shall also not be construed as preventing obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating acting, in charitable or other not-for-profit activities as long as such activities do not materially interfere with good faith within his work capacities for the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented shall render exclusive, full-time services to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee Executive shall have general executive charge of report to the Company with all such powers as may be reasonably incident to such responsibilities; Chief Executive Officer (“CEO”) in Executive’s role. Executive shall perform services under this Agreement primarily from a remote location, and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time at such other locations as may be necessary or as otherwise reasonably requested by the Chairman of the Board Company. Executive will render such business and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for professional services in the performance of his Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned by the Chief Executive Officer (“CEO”). During his employment under this Agreement, the Employee agrees to Executive shall devote substantially his Executive’s best efforts and full business time, skill and attention and energies to performance of Executive’s duties on behalf of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets ; provided, however, that Executive may engage in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (civic and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities (e.g. charitable and industry association activities) as long as such activities do not materially interfere with his work for Executive’s obligations hereunder. During Executive’s employment with the Company, Executive agrees not to engage in any business or for-profit activities outside the Company, including serving on any advisory boards or boards of directors of for-profit entities, except with the prior written approval of the CEO, which approval may be rescinded at any time in the CEO’s discretion, provided that in the event of such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to which such consent has been rescinded. The Company hereby consents to Executive’s continuing academic appointment at Stanford University School of Medicine, and to his attending (pro xxxx) in clinic twice per month (the 1st and 3rd Fridays of every month), with the understanding that with sufficient notice the clinic days can be moved as needed in order to meet critical needs of the Company. The Company also consents to Executive’s continuing service on the advisory boards of Bone Health Technologies and American Bone Health, and to consult in his own time for Spruce Biosciences, Calcilytix, and Reneo Pharma. By signing this Agreement, Executive represents that Executive is not subject to any other contract or duty that would interfere in any way with Executive’s employment with the Company or performance of employment duties hereunder.

Duties. The Employee is engaged by During the Period of Employment (as defined in Section 3), Executive shall serve the Company as its President in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, directives of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board Officer and the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. In this position, Executive shall report to the Chief Executive Officer. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without additional compensation. Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any character in any business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflict with the provisions of Sections 14 and 15, and further provided that Executive shall not serve as a director of any other publicly traded entity without gaining the Articles consent of Incorporation the Chief Executive Officer and Bylaws the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with his position as a President & Chief Operating Officer of the Company. The Employee shall have general executive charge of Executive hereby represents to the Company with all such powers as may be reasonably incident to such responsibilities; that the execution and he shall have such other powers delivery of this Agreement by Executive and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance by Executive of his duties. During his employment under this AgreementExecutive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations terms of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable any employment or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyagreement or policy to which Executive is a party or otherwise bound.

Duties. The Employee is engaged by Executive shall have the Company as its President normal duties, responsibilities, functions, and authority of the Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Board. Executive shall render to the Articles of Incorporation Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as the Chief Executive Officer of the Company. The Employee shall have general executive charge of , as the Company with all such powers as Board may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time direct. Executive shall devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Employment Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. So long as Executive is employed by the Chairman of the Board Company, Executive shall not, without prior notification and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee approval of the Board. The Company agrees , which may approve under such procedures as the Board or its executive committee shall from time to provide time approve, serve on the Employee with such accommodations as are suitable to board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the character benefit of his positions with any Person other than the Company and adequate for the its Subsidiaries and Affiliates if such other activities or services interfere with Executive’s performance of his duties. During his employment Executive’s duties under this Employment Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Employment Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services Executive deems to be appropriate, including engaging in the daily operations of the affairs of the companies in which activities and investing with Fxxxxxx Capital; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Employment Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive’s performance of Executive’s duties under this Employment Agreement.

Duties. The Best Efforts: Indemnification. Employee is engaged by shall serve as Chairman of the Company as its Board, President and Chief Executive Officer, subject only to the directions from the Board of Directors of Company. Unless otherwise consented Subject only to by the Employeedirections of those identified in the preceding sentence, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have supervision and control over, and sole responsibility for, all executive management of the Company, and shall have such powers and agrees duties as may be from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time prescribed by the Board of Directors of the Company, and to provided that the provisions nature of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other Employee's powers and duties as designated in accordance so prescribed shall not be inconsistent with the CompanyEmployee's Bylaws position and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorsduties set forth herein. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character devote all of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the company and abide by all reasonable Company policies now or hereafter existing. Subject to the provisions of Company's business. This Agreement Certificate of Incorporation and Bylaws, each as amended from time to time, Company shall not be construed as preventing indemnify Employee to the Employee from investing assets in such form or manner as will not require his services in fullest extent permitted by the daily operations General Corporation Law of the affairs State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the companies performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in which such investments are madegood faith at Company's request. This Agreement Company shall also not be construed as preventing obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating acting in charitable or other not-for-profit activities as long as such activities do not materially interfere with good faith within his work capacities for the Company.

Duties. 1.1 The Employee is engaged by Executive shall be employed as the Chief Executive Officer (the “CEO”) of the Company. In such capacity, the Executive shall report to the Board of the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction supervision of the Chairman of the Board Board. The Company shall employ the Executive on a full-time basis and the Board Executive shall devote his full time diligent professional efforts to the performance of Directors his duties as CEO of the CompanyCompany (which shall be as of November 1st. During the Executive’s employment with the Company he shall devote his commercially reasonable efforts and his full business time, skill and attention to the provisions performance of the Articles of Incorporation and Bylaws his duties on behalf of the Company. The Employee Executive shall have general be permitted to (i) continue to engage in the charitable and civic activities with which he is currently involved (ii) continue to serve as a non-executive charge director on the boards of directors of Osprey Medical, Inc., MilkSmart, Inc. and QXMedical, LLC, and (iii) engage in other charitable or civic activities, provided that such activities described in (i) through (iii) above do not unreasonably interfere with the performance of his duties on behalf of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated determined in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman reasonable discretion of the Board and the Board of Directors. The Employee Executive shall report directly perform the duties, services and responsibilities as are consistent with the positions held by the Executive from time to time, including, but not limited to: · the general management and supervision of the business and personnel of the Company and its subsidiaries; · enhancing revenue levels, operational efficiencies and bottom-line results in the Company's Chairman ; · providing necessary leadership to all staff for the Company, including ensuring staff retention and appropriate succession; · reviewing, setting and implementing the strategic and operating plans and budgets for the company. For the next twelve months, these will include but not necessarily be limited to: · completion of the present Phase I U.S. IDE trial; · reviewing the data collection from the trial to ensure the proper endpoints are being met and to determine if these endpoints remain appropriate for the future U.S. Pivotal Trial and in marketing the technology; · reviewing, setting and implementing the plan and budget for preparing for and submitting the application for FDA approval of a Pivotal Trial and for the implementation of that trial once approved; · reviewing, setting and implementing the plan and budget for the application for XX-Xxxx approval and preparing an outline of the broad parameters of a plan for marketing the C-Pulse outside of the USA; · working with the Company’s Board of Directors to develop plans for raising capital to fund the Company’s activities from 2010 onwards and preparing and implementing action plans to achieve the agreed objectives; · working with the Company’s Board of Directors to develop and pursue potential strategic options for the Company in the short and medium term (including potential linkages with major health care players); and · all such other duties, as from time to time, are required by the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyDirectors.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeService Period, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the serve as Chairman of the Board and shall diligently perform, to the reasonable satisfaction of the Board, those services for the Company, its subsidiaries and affiliates, as may be designated from time to time by the Board of Directors in connection with any aspect of the Company's business. In his capacity as Chairman of the Board, the Employee shall report exclusively to the Board. During the Service Period, the Employee shall perform transitional services and provide information and advice on the Company, its operations and the business at the request of the Board, and perform such other duties as may be reasonably requested by the Board. By way of illustration of the duties and responsibilities the Board currently intends to assign to the provisions Employee (and without limiting the Board's authority to alter or revoke any such duties and responsibilities), the Employee may be required to (a) provide advice and counsel to his successor as Chief Executive Officer, (b) assist in developing the Company's long-range strategic plan, (c) act as one of the Articles liaisons between the Chief Executive Officer and the Board, (d) preside at all meetings of Incorporation the Board, including the annual meeting of shareholders, (e) schedule and Bylaws conduct Board meetings, (f) prepare, in consultation with the Chief Executive Officer and with other directors and committee chairs, agendas for Board and committee meetings, (g) review the quality, quantity and timeliness of the flow of materials between management and the Board and specifically request the inclusion of materials he deems appropriate in materials prepared for the Board, (h) assist the Board and Company officers in assuring compliance with the Company's corporate governance guidelines, (i) participate in the process of interviewing potential Board candidates, (j) together with the Corporate Governance Committee and in consultation with the full Board, review memberships of Board committees and the selection of committee chairs, and (k) approve, in consultation with the full Board, the retention of consultants to report directly to the Board. The Employee agrees to devote his undivided time and attention to the business of the Company. The Employee shall have general executive charge not, without the prior written consent of the Company with all such powers Board, be directly or indirectly engaged in any other trade, business or occupation for compensation requiring his personal services during the Service Period. Nothing in this Agreement shall preclude the Employee from: (i) engaging in charitable and community activities or from managing his personal investments, or (ii) serving as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated a member of the board of directors of an unaffiliated company not in accordance competition with the Company's Bylaws and as may be assigned , subject however in each such case of board membership, to him from time to time approval by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement (which approval shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyunreasonably withheld).

Duties. The Employee is engaged by During the Company as its President Term, Executive shall perform services in a capacity and Chief in a manner consistent with Executive’s position for the Company. Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all title of the duties associated with those positions, subject to the direction of the Executive Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers duties, authorities and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee responsibilities set forth on Exhibit A. Executive shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with Executive shall devote such accommodations portion of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) as are suitable to the character of his positions with the Company shall be necessary and adequate appropriate for the performance fulfillment of his duties. During his employment under her duties hereunder; provided, however, that this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement Section 2 shall not be construed interpreted as preventing prohibiting Executive from (i) managing Executive’s personal investments (so long as such investment activities are of a passive nature), or (ii) engaging in charitable or civic activities, or (iii) participating on boards of directors or similar bodies of non-profit organizations and the Employee from investing assets in such form or manner as will not require his services in the daily operations board of the affairs directors of the companies in on which such investments are made. This Agreement shall also not be construed as preventing Executive serves on the Employee from serving as an outside director of up to two other for-profit companies date hereof (and such additional companies as the “Continuing Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as Service”), so long as (A) such activities do not materially (a) interfere with his work for the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, and (B) Executive complies with the Code of Business Conduct and Ethics, as amended from time to time. The Company acknowledges and agrees that the Continuing Board Service shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. Executive may serve on the board of directors of one additional public company, subject to the advance written approval of the Board, such approval not to be unreasonably withheld. If requested, and to the extent consistent with the duties enumerated in Exhibit A, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to be nominated for election as Executive Chairman of the Board.

Duties. The Employee is engaged by During the Company as its President Term, Executive shall serve on a full-time basis and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions perform services in a capacity and in a manner consistent with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of Executive’s position for the Company. The Employee Executive shall have general executive charge the title of Chief Executive Officer of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers duties, authorities and duties responsibilities as designated in accordance are consistent with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directorssuch position. The Employee Executive shall report directly to the Company's Executive Chairman of the Board and the Company’s Board of Directors and any executive committee of (the “Board”) or, if there is no such Executive Chairman, to the Board. The Company agrees Executive shall devote all of Executive’s business time and attention (excepting vacation time, holidays, sick days and periods of disability) and Executive’s best efforts to provide the Employee with such accommodations as are suitable to the character of his positions Executive’s employment and service with the Company and adequate for the performance of his duties. During his employment under Company; provided, however, that this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement Section 2 shall not be construed interpreted as preventing the Employee prohibiting Executive from investing assets in (i) managing Executive’s personal investments (so long as such form investment activities are of a passive nature), or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approveii) or from participating engaging in charitable or other not-forcivic activities, or (iii) participating on boards of directors or similar bodies of non-profit activities as organizations, so long as (A) such activities do not materially (a) interfere with his work for the performance of Executive’s duties and responsibilities hereunder, (b) create a fiduciary conflict, or (c) with respect to (ii) and (iii) only, detrimentally affect the Company’s reputation as reasonably determined by the Company in good faith, and (B) Executive complies with the Code of Business Conduct and Ethics, as amended from time to time. The Company acknowledges and agrees that Executive’s continued service on such boards shall not be deemed to violate the provisions of this Agreement, including without limitation the provisions of Section 8 hereof. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company (an “Affiliate”) without additional compensation. During the Term, the Company shall cause the Executive to be nominated for election as a member of the Board commencing on the Effective Date.

Duties. The Employee is engaged by During the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions Term of your employment with the Company shall be as its President Company, and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman and control of the Board and the Board of Directors of the CompanyCEO, and you shall report directly to the provisions of the Articles of Incorporation CEO and Bylaws of the Company. The Employee shall have general exercise such authority, perform such executive charge of the Company duties and functions and discharge such responsibilities as are reasonably associated with all such powers your executive position or as may be reasonably incident assigned or delegated to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him you from time to time by the Chairman of Board or CEO, consistent with your position. In general, Employee shall have responsibility for (a) assisting the Board and the Board CEO in formulation and implementation of Directors. The Employee shall report directly to the Company's Chairman of appropriate strategies and policies; (b) assisting the Board and the CEO in the negotiation and review of any strategic transactions that Company may undertake, including joint ventures, mergers and acquisitions, financing transactions; and (c) such other responsibilities and duties customarily performed by the chief strategy officer of publicly traded companies in the same industry as the Board of Directors and any executive committee of or the Board. The Company agrees CEO may from time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his dutiestime direct. During his employment under the term of this Agreement, the Employee agrees you agree to devote substantially his full time, all of your business time and attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use your best efforts in which such investments are madethe performance of your duties for the Company and any subsidiary corporation of the Company. This Agreement shall also not be construed as preventing During the Employee from serving as an outside director term of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as this Agreement, you may, so long as such activities do it does not materially interfere with his work for your duties hereunder: (i) subject to Section 7 hereof and the terms of the Assignment and Confidentiality Agreement (defined below), serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage your personal investments and affairs. Employee shall undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and expense of the Company, and all airplane travel shall be first or business class, or otherwise fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for first or business class. Other expenses shall be reimbursed in accordance with the Company’s policies for executive travel.

Duties. The Employee is engaged by agrees that during the Company Employment Period the Employee will devote his full business time, energies and talents to serving as its President and the Bank’s Chief Executive Officer. Unless otherwise consented to by , at the Employee, direction of the Employee's positions with the Company shall be as its President and Company’s Chief Executive OfficerOfficer and the Bank’s board of directors. The Employee shall have all such duties and responsibilities as may be assigned to the powers Employee from time to time by the Company’s Chief Executive Officer and agrees to the Bank’s board of directors, which duties and responsibilities shall be commensurate with the Employee’s position, shall perform all of duties assigned to the duties associated with those positionsEmployee faithfully and efficiently, subject to the direction of the Chairman Company’s Chief Executive Officer and the Bank’s board of directors, and shall have such authorities and powers as are inherent to the undertakings applicable to the Employee’s position and necessary to carry out the responsibilities and duties required of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the CompanyEmployee hereunder. The Employee shall have general executive charge will perform the duties required by this Agreement at the Bank’s principal place of business unless the Company with all nature of such powers as duties requires otherwise. Notwithstanding the foregoing, during the Employment Period, the Employee may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from devote reasonable time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Bank, inhibit, prohibit, interfere with or conflict with the Employee’s duties under this Agreement or conflict in any material way with the business of the Bank or its Affiliates; provided, however, that the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing serve on the Employee from investing assets in such form or manner as will not require his services in the daily operations board of the affairs directors of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other any for-profit companies business (other than the Bank and such additional companies as the Board of Directors may hereafter approveits Affiliates) or from participating in charitable or hold any other not-position with any for-profit activities as long as such activities do not materially interfere with his work for business without receiving the Companyprior written consent of the Bank.

Duties. The EMPLOYEE shall direct all aspects of an organization's legal affairs and provide legal expertise to other departments where and as needed. Employee is engaged shall work closely with the Company’s President and/or Chief executive Officer in defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be such duties and responsibilities as the Company’s Board of Directors shall specify from time to time, and shall entail those duties customarily performed by the Company as its President General Counsel of a similarly situated company. EMPLOYEE shall diligently and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President faithfully execute and Chief Executive Officer. The Employee shall have all the powers perform such duties and agrees to perform all of the duties associated with those positionsresponsibilities, subject to the direction of the Chairman of the Board general supervision and the Board of Directors control of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the ’s Board of Directors. The Employee EMPLOYEE shall be responsible and report directly only to the Company's Chairman ’s Board of Directors. In its sole and absolute discretion, the Board and the Company’s Board of Directors shall determine EMPLOYEE’s duties and any executive committee of responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as it deems in the Board. The Company agrees to provide the Employee with such accommodations as are suitable Company's best interest, to the character extent such assignment or reassignment is commensurate with the duties customarily performed by the General Counsel of a similarly situated company. EMPLOYEE shall devote his positions with full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and adequate for shall not, during the performance Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of his dutiesthe Company’s Board of Directors. During his employment under Notwithstanding anything to the contrary in this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall EMPLOYEE is not be construed as preventing the Employee precluded from investing assets in such form or manner as will not require his services in the daily operations devoting reasonable periods of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other time required for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.:

Duties. The Employee is engaged by will serve as the Company as its President and Chief Executive Officer. Unless otherwise consented to by the EmployeeDirector, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws Governmental Relations of the Company. The In this capacity, Employee shall have general executive charge of the Company with all perform such powers as may be reasonably incident to such responsibilities; and he shall have such other powers reasonable government-related responsibilities and duties as designated in accordance with the Company's Bylaws and as may be assigned to him the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company, or their designee. The Employee will devote such time, attention, skill, and energy to the business of the Company as shall be necessary to perform the duties assigned to him under this Agreement, and will use the Employee's best efforts to promote the success of the Company's business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Company. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company. To the extent that the Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively "Related Entities"), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional compensation. The Employee shall report directly to the Company's Chairman may engage in other business activities, provided that in doing so he does not violate any of the Board provisions of this Agreement (including Sections 6 and the Board of Directors 7 hereof); and any executive committee of the Board. The Company agrees to provide the Employee provided further that such other business activities do not interfere with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment duties and obligations to the Company under this Agreement. At all times, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing that the Employee has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or practice that the Company or Related Entities has or hereafter adopts with respect to its employees generally. Employee may perform his duties of employment from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up any location he selects that is mutually agreed to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for by the Company.

Duties. The Employee is engaged by Beginning no later than June 15, 2009, and at all times thereafter during his employment, Executive shall serve as the Company’s Executive Vice President of Administration and Corporate Development. As the Company’s Executive Vice President of Administration and Corporate Development, Executive shall report to the Chief Executive Officer and shall direct and manage the affairs of the Company with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of certain executives)) as its are customarily associated with and incident to the position of Executive Vice President of Administration and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Corporate Development and as the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees may, from time to perform all time, require of the duties associated with those positionshim, subject to the direction of the Chairman CEO. The duties, functions and responsibilities include, but are not limited to, directing the Company’s legal, human resources, investor relations, corporate communications, and corporate development functions. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive’s ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board and (which consent shall not be unreasonably withheld) to be a member of the Board board of Directors directors of other companies that do not compete with the Company, and so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, or otherwise violate this Agreement or the provisions Company’s other policies. The principal place of employment of the Articles of Incorporation and Bylaws Executive shall be the principal executive offices of the Company. The Employee shall have general executive charge Executive acknowledges that, in the course of his employment, he may be regularly required to travel on behalf of the Company with all such powers as may be reasonably incident to such responsibilities; Company. Executive will follow and he shall have such other powers and duties as designated in accordance comply with the Company's Bylaws policies and as may be assigned to him from time to time by the Chairman procedures of the Board Company, including without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and the Board protection of Directorstrade secrets, and xxxxxxx xxxxxxx. The Employee shall report directly to the Company's Chairman of the Board Executive hereby represents and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the confirms that neither (i) Executive’s entering into this Agreement nor (ii) Executive’s performance of his dutiesExecutive’s duties and obligations hereunder will violate or conflict with any other agreement (oral or written) to which Executive is a party or by which Executive is bound. During his employment under Without commenting on whether a breach of any other section of this Agreement is material, the parties agree that a breach of this Section 2 shall be a material breach of this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged Executive shall be employed by the Company as its President and the Company's Chief Executive Officer. Unless otherwise consented to by the EmployeeIn such capacity, Executive shall have supervision and control over, and responsibility for, the Employee's positions with the Company shall be as its President general management and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors operation of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as Board of Directors of the Company may be assigned to him from time to time by prescribe; provided that, such powers and duties are consistent with the Chairman of the Board Executive's then present duties and the Board of Directors. The Employee shall report directly to with his position as the Company's Chairman senior executive officer in charge of the Board general management of the Company. Nothing contained herein shall be construed so as to prohibit Executive from performing such other or additional duties or responsibilities, and exercising such other or additional authority in furtherance of the goals of the Company, as the Executive and the Board of Directors and any executive committee of the BoardCompany shall from time to time agree upon. The Company agrees to provide the Employee with Executive shall devote such accommodations as are suitable to the character portion of his positions with the Company business time and adequate for the performance of attention as is necessary to appropriately and efficiently discharge his dutiesduties and responsibilities as herein set forth. During If Executive so discharges his employment under this Agreementduties he may engage in other business and civic activities, the Employee agrees in addition to devote substantially his full time, attention and energies those relating to the Company's business, if such activities are not otherwise prohibited by the terms of this Agreement. This Agreement During Executive's employment hereunder, Executive shall not be construed required to relocate his principal residence from his current location as preventing a result of the Employee Company moving its principal executive offices or the Executive's office to an address greater than twenty (20) miles away from investing assets the Company's principal executive offices (or the Executive's office) at the Effective Date and shall not be required to perform services which could make the continuance of Executive's principal residence in such form location unreasonably difficult or manner as will not require his inconvenient for Executive except to the extent that the performance of such services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approvetravel) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere is commensurate with his work for the CompanyExecutive's duties specified hereunder.

Duties. The Employee is engaged by the Company Executive has been elected to serve as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all a member of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”) and has been appointed by the other members of the Board to serve as the Chairman of the Board. In addition to his customary duties as Chairman of the Board, the Executive shall have certain executive duties and responsibilities with respect to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge strategic direction of the Company with all such powers and, as may such, will be reasonably incident deemed to such responsibilities; be an officer of the Company having the title “Executive Chairman.” The Executive shall faithfully perform for the Company the duties of said office and he shall have perform such other powers and duties as designated in accordance of an executive, managerial or administrative nature consistent with the Company's Bylaws office of Executive Chairman as shall be specified and as may be assigned to him designated from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for Such duties may include, without limitation, the performance of his dutiesservices for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. During his employment under this Agreement, the Employee agrees to The Executive shall devote substantially his full time, attention all of the Executive’s business time and energies effort to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations performance of the affairs of Executive’s duties hereunder; provided, however, that the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (Company acknowledges and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as agrees that, so long as such activities do not materially interfere with the Executive’s ability to perform his work duties and responsibilities hereunder or violate the Executive’s covenant against competition as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the “ELRH Companies”) during calendar year 2014 and shall be permitted to devote such of his business time and efforts during calendar year 2014 as he shall deem necessary to fulfill his duties and responsibilities with respect thereto; provided, further, that the Executive agrees that he shall resign from his position as President of the ELRH Companies and from any other position(s) he holds with the ELRH Companies with an effective date no later than December 31, 2014, and shall not receive any compensation or benefits from the ELRH Companies for any period of time after the effective date of such resignation. During calendar year 2014, the Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive’s duties to the Company and provided that the following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the boards of directors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, and may engage in such other board or professional assignments which are disclosed to and approved by the Board, provided, however, that service in such capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company agrees that, during the Term, the Executive shall be nominated by the Nominating and Corporate Governance Committee of the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company.

Duties. The Employee is engaged by You shall perform for the Company as its the duties customarily associated with the office of President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President Officer and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him you from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the ’s Board of Directors (the “Board”). You shall devote substantially all of your full business time and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable best efforts to the character performance of his positions with your duties hereunder and the business and affairs of the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services undertake or engage in the daily operations any other employment, occupation or business enterprise; provided, however, that you may participate as a member of the affairs board of the companies directors or advisory board of other entities and in which professional organizations and civic and charitable organizations; provided further, that any such investments positions are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up disclosed to two other for-profit companies (and such additional companies as approved in writing by the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities the Audit Committee thereof and do not materially interfere with his work for your duties and responsibilities to the Company. Notwithstanding the foregoing, nothing in this Agreement shall prohibit you from serving as a Exhibit 10.1 member of the board of directors of Selecta Biosciences and Harpoon Therapeutics in any capacity, provided that the Board may direct you to resign from either or both board seats if it later determines in its reasonable good faith discretion that serving on such board(s) is inconsistent with your duties and responsibilities to the Company or if such position(s) are likely to result in negative or withhold recommendations for any members of the Board from any of the Company’s institutional investors or other institutional proxy advisory firms (such as ISS or Glass Lewis). Until such time as you and the Chairman of the Board mutually agree that it is safe and prudent in light of the current COVID-19 pandemic crisis for you to relocate your principal place of employment to Massachusetts, you shall be based in Seattle, Washington. After such time, you shall be based in the Company’s principal offices, which currently are in Waltham, Massachusetts.

Duties. (a) During the Employment Term, the Executive shall serve as the President — Merchandising of the Company and as the Company’s Co-CEO. The Employee is engaged Executive shall continue to have the Pre-Effective Date Duties and Responsibilities (as defined in Section 7), and shall also have the duties and responsibilities customarily exercised by an individual serving in such a position in a corporation of the size and nature of the Company; provided, however, that Executive’s Post-Effective Date Duties and Responsibilities (as defined in Section 7) shall be those duties and responsibilities as the Company’s Board of Directors (the “Board”), upon notice to Executive, may specify from time to time in its sole and absolute discretion (which specifications may increase, decrease or otherwise alter the scope or nature of such duties and responsibilities). In such capacities, the Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company as its President and Chief Executive Officer. Unless otherwise consented to further detailed by the EmployeeBoard. In performing such duties, services and responsibilities, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees will report directly to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and (the “Chairman”) in his role as principal executive officer of the Company or, as the Board may direct, to a committee of Directors the Board or to the full Board. Executive acknowledges and agrees that the Company may determine that (i) the Chairman (or his successor) is, the “principal executive officer” of the Company as such term is defined in any applicable laws, rules and regulations (collectively, “Applicable Law”); or (ii) Executive, alone or jointly with any other officer(s) of the Company, and to is the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general “principal executive charge officer” of the Company with all as such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated term is defined in accordance with any Applicable Law and/or is the Company's Bylaws and as may be assigned to him from time to time by the Chairman “chief executive officer . . . (or equivalent thereof)” of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere term is defined in any Applicable Law and/or serves in any similar role with his work for the Companyrespect to which a person may have duties under any Applicable Law.

Duties. The Employee is engaged During the Term, Executive shall be employed by the Company as its the Company's Executive Vice President and Chief Financial Officer and, as such, Executive Officer. Unless otherwise consented shall faithfully and to by the Employee, the Employee's positions with best of his ability perform for the Company the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be as its President specified and Chief Executive Officer. The Employee shall have all the powers and agrees designated from time to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and time by the Board of Directors of the CompanyCompany (the “Board”), and as an officer, manager, agent, director or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a “Subsidiary”) consistent with Executive's position; provided, however, that Executive's service in such positions with any Subsidiary that is not majority owned by the Company shall be subject to the provisions mutual agreement of the Articles of Incorporation Executive and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee Executive shall report directly to the Company's Chairman of the Board Chief Executive Officer. Executive shall devote his business time and the Board of Directors and any executive committee of the Board. The Company agrees effort exclusively to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention duties hereunder and energies to the Company's business. This Agreement shall not be construed as preventing employed by, or provide business services to, any other person or entity. Notwithstanding the Employee foregoing, nothing herein shall prohibit Executive from investing assets (a) engaging in such form personal investment activities for Executive and his family that do not give rise to any conflict of interests with the Company or manner as will not require his services its affiliates; (b) continuing to serve in directorships that Executive serves in at the daily operations time of the affairs Effective Date and that have been disclosed to the Company prior to the Effective Date; (c) subject to prior approval of the companies in which such investments are made. This Agreement shall also Board, accepting directorships unrelated to the Company that do not be construed as preventing give rise to any conflict of interests with the Employee from serving as an outside director of up to two other for-profit companies Company or its affiliates; and (and such additional companies as the Board of Directors may hereafter approved) or from participating engaging in charitable or other not-for-profit activities as and civic activities, so long as such activities and outside interests described in clauses (a), (b), (c) and (d) hereof do not materially interfere interfere, in any material respect, with the performance of Executive's duties hereunder. Executive shall perform his work for duties at the principal office of the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented shall report to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, Employer (the “Board”) and have the title of Chief Executive Officer of the Employer. The Executive shall be appointed to the provisions Employer’s board of directors and be nominated for election as a member of the Articles Board at each annual meeting of Incorporation and Bylaws shareholders of the CompanyEmployer occurring during the Term. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he Executive shall have such other powers and duties as designated in accordance are generally applicable to chief executive officers of companies similar to that of the Employer and which are consistent with the Company's Bylaws Executive’s experience, expertise and position as may shall be assigned to him the Executive from time to time by the Chairman Board. During the Term, and except for vacation in accordance with the Employer’s standard vacation policies or due to illness or incapacity, the Executive shall devote all of the Board Executive’s business time, attention, skill and efforts exclusively to the Board business and affairs of Directorsthe Employer and its parents, subsidiaries and affiliates. The Employee shall report directly Executive understands that the Employer is currently headquartered in Vancouver, British Columbia with substantial operations in Austin, Texas. While the Employer is considering moving its headquarters to the Company's Chairman Sarasota, Florida region, no final decision has been made. Accordingly, Executive may be required to spend all or a substantial portion of his time at the Board and the Board of Directors and any executive committee of the BoardEmployer’s existing locations. The Company agrees to provide the Employee with such accommodations as are suitable Notwithstanding anything herein to the character of his positions with contrary, to the Company and adequate for extent that the performance of his duties. During his employment under following does not impair Executive’s ability to perform Executive’s duties pursuant to this Agreement, nor violate the Employee agrees to devote substantially his full timeterms of the provisions set forth in Section 6 hereof, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive may make personal investments in such form or manner as will not require his the Executive’s services in the daily operations of the operation or affairs of the companies business in which such investments are made. This Agreement shall also not be construed as preventing Further, it is understood that the Employee from serving as an Executive owns directly or indirectly systems relating to GPS golf course products (“Systems”) consisting of approximately 2,000 GPS Video Display units (“Units”) in North America and 700 Units outside director of up North America which the Executive leases to two other for-profit companies golf courses (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as “Leases”). To avoid conflict, so long as Executive is employed by the Employer, the Executive hereby assigns all of his rights in all of the advertising revenues generated from the Units. Should the Executive no longer be employed by the Employer, any advertising agreements that were then in existence with respect to the Units shall be entitled to run throughout the term of the advertising contracts except that the Executive shall be entitled to the revenues therefrom from the effective date of his termination. During the Term, the Executive will also negotiate and split with the Employer a portion of all of the service and support revenue that he receives, and the Employer in turn will provide service and support to all of the courses covered by the Leases. During the period ending on the earlier of December 31, 2011 or the Termination Date, Employer will not sell its Units to golf courses if such activities do not materially Units will interfere with his work the Leases, and the Executive will not remove the Units from their existing locations so as to compete with the Employer. As used herein, “compete” means selling or leasing the Units to (a) courses which then use Units provided by the Employer; or (b) courses which are on a prospect list of the Employer with targeted transactions to take place within nine months from the date of removal. Additionally, during the Term, the Executive shall not acquire additional Systems for lease to golf courses which the CompanyEmployer or its contracted lease financing company (after notice from the Executive) has indicated it is interested in leasing. The Executive shall not allocate more than five (5) hours a month to this business activity.

Duties. The Employee is engaged shall serve as Chief Financial Officer of the Company with such duties and responsibilities as may from time to time be assigned to Employee by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the CEO and/or Board of Directors of Company (the “Board”), commensurate with Employee’s title and position described in this sentence. Whenever used in this Agreement the word “Company” shall also mean and include Summer Infant Europe Limited and Summer Infant Asia Ltd., affiliated entities of Summer Infant, Inc. (collectively the “Affiliated Entities”). Further, to the extent that the Company consummates its proposed merger and related business combination transactions (collectively, the “Acquisition”) with KBL Healthcare Acquisition Corp. II (“KBL”), then any reference to the Company or the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee ’s Board shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the also include KBL and/or its Board of Directors, any subsidiaries of KBL and the Affiliated Entities. (The duties and services to be performed by Employee under this Agreement are collectively referred to herein as the “Services”). Employee shall report directly to the Company's Chairman CEO. Employee agrees that he shall at all times conscientiously perform all of the Board duties and obligations assigned to him under the Board terms of Directors this Agreement to the best of his ability and any executive committee experience and in compliance with the law. Employee shall perform his duties out of the Board. The Company agrees Company’s Rhode Island office (as the same may be relocated in the same metropolitan area from time to provide the Employee with time) or at such accommodations other location as are suitable shall be agreed to the character of his positions with by the Company and adequate for Employee; provided, that, Employee’s duties may include reasonable travel, including but not limited to travel to offices of Company and KBL, if applicable, as is reasonably necessary and appropriate to the performance of his dutiesEmployee’s duties hereunder. During his employment under this AgreementEmployee will comply with and be bound by Company’s operating policies, the Employee agrees procedures, and practices from time to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets time in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyeffect during Employee’s employment.

Duties. The Company does hereby hire, engage, and employ the Employee is engaged by as the Senior Vice President, General Counsel and Secretary of the Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with provisions of this Agreement and the corporate policies of the Company as its they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Senior Vice President, General Counsel and Secretary of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Managers of the Company as to the duties which shall be consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Senior Vice President, General Counsel and Secretary of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Managers of the Company to be performed or refrained from by him consistent with his positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Unless otherwise consented Throughout the Period of Employment, Employee shall devote his full time, energy, and skill to by the Employeeperformance of his duties for the Company and for the benefit of the Company and the Xxx. Xxxxxx Company Group. The foregoing notwithstanding, Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any corporations or organizations outside the Employee's positions Xxx. Xxxxxx Company Group not in competition with the Company shall or any member of the Xxx. Xxxxxx Company Group and to manage such investments, not to exceed three (3) in number, and receive compensation therefore, and (iii) to make investments of any character in any business or businesses not in competition with the Company or any member of the Xxx. Xxxxxx Company Group and to manage such investments (but not be as its President involved in the day to day operations of any such business), provided, in each case and Chief Executive Officercollectively, that the same does or do not constitute or involve Employee in a conflict of interest vis-à-vis the Company or any member of the Xxx. The Xxxxxx Company Group or interfere with the performance of Employee's duties under this Agreement. Employee shall have all exercise due diligence and care in the powers performance of his duties for and agrees to perform all the fulfillment of the duties associated with those positions, subject his obligations to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardunder this Agreement. The Company agrees to provide the shall furnish Employee with such accommodations office, secretarial and other facilities and services as are suitable to the character of his positions with the Company and adequate reasonably necessary or appropriate for the performance of Employee's duties hereunder and consistent with his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies position as the Board Senior Vice President, General Counsel and Secretary of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Company does hereby employ and engage the Employee is engaged by as Chief Executive Officer of the Company and each of its subsidiaries and divisions, or such other title as its President the Company's Board of Directors shall specify from time to time, and Chief Executive Officerthe Employee does hereby accept and agree to such engagement and employment. Unless otherwise consented to by the Employee, the The Employee's positions with the Company duties shall be such executive and managerial duties and responsibilities as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors shall specify from time to time and as provided in the Bylaws of the Company, as the same may be amended from time to time, and to the provisions shall entail those duties customarily performed by a Chief Executive Officer of the Articles a company with a sales volume and number of Incorporation and Bylaws employees commensurate with those of the Company. The Employee shall have diligently and faithfully execute and perform such duties and responsibilities, subject to the general executive charge supervision and control of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall be responsible and report directly only to the Company's Chairman Board of Directors. The Board of Directors, in its sole and absolute discretion, shall determine the Employee's duties and responsibilities and may assign or reassign the Employee to such executive and managerial duties, responsibilities or positions as it deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the business and affairs of the Board Company and shall not, during the Employment Term (as that term is defined below), be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors and Directors; provided, however, that in any executive committee event any such other business activity will not: (a) adversely affect or materially interfere with the performance of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character Employee's duties and responsibilities hereunder, (b) involve a conflict of his positions interest with the Company or (c) involve activities competitive with the business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and adequate for community affairs, (ii) act as a director of any corporation or organization outside of the Company, not to exceed three (3) in number, that is not in competition with the Company, and (iii) make investments of any character in any business not in competition with the Company or any of its subsidiaries or divisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of his duties. During his employment the Employee's duties and responsibilities under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by duties of Executive shall be those which are usually and customarily associated with the Company as its President and position of a Chief Executive OfficerOfficer of a comparably sized company and the Executive will be expected to live within a 50-xxxx xxxxxx xx Xxxxxxx, Xxxxxxxx xnd work in the Employer’s Lincoln, Nebraska office. Unless otherwise consented Executive will have the duties, responsibilities and authorities as detailed in Exhibit A attached hereto and incorporated herein, as well as such other reasonably related duties, responsibilities and authorities as may be specified by MHI’s Board of Directors (the “Board”). Executive shall report directly to by the EmployeeBoard for the performance of her duties. Executive shall devote substantially all of her working time, attention, skill and reasonable best efforts to the Employee's positions performance of her duties hereunder in a manner that will faithfully and diligently further the business and interests of MHI. During the Employment Term, Executive shall refrain from acting as an employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity own, operate, control, assist, or participate in any business that is in competition in any way with the Company Employer; provided, that this prohibition shall be not preclude Executive from: (i) serving as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all a member of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of one additional for-profit company, if and only if the Companycompany is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) engaging in charitable, civic or other volunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-the-counter exchange if, and only if, (a) Executive does not own more than five percent (5%) of such shares of any such company, and (b) Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with Employer, that Employer retains all rights and authority to control Executive’s activities in carrying out the provisions terms of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, and that the Employee agrees to devote substantially his full time, attention subsidiaries of MHI and energies to the Company's business. This Agreement its affiliates shall not be construed as preventing the Employee from investing assets in such form considered a joint employer of Executive for any purposes under this Agreement or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) under any federal, state or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companylocal laws.

Duties. The Employee is engaged by Executive will serve the Company as its President and in the capacity of the Company’s chief executive officer (the “Chief Executive Officer. Unless otherwise consented ”) and, in that capacity, Executive will perform his duties to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all best of the duties associated with those positionshis abilities, subject to the direction oversight of the Chairman Company’s board of directors (the “Board”). In addition to performing his duties as Chief Executive Officer, Executive shall serve as chairman of the Board (the “Chairman”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Board may impose through the Company’s authorizing resolutions or otherwise. As Chairman, Executive shall be entitled to receive the same fees and insurance coverage made available to other inside directors on the Board. During the Term of Directors Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers business ethics as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him are from time to time by in effect. During the Chairman Term of Employment, Executive shall not, without the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee prior approval of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character , which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of his positions with the Company and adequate or for the performance of his duties. During his employment under this Agreementbenefit of, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed any other “Person” (as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving defined below) as an outside director employee, advisor, member of up a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating work in any capacity for any charitable or other not-for-profit activities as long as organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his work for current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person”, as used in this Agreement, means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity.

Duties. The Employee is engaged by During the Employment Period, Executive will work for the Company as its President and Chief Executive Officer. Unless otherwise consented to by in the Employee, capacity of Chairman of the Employee's positions with board of directors of the Company shall be and also will serve as its President (i) a trustee and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all Vice Chairman of the duties associated with those positionsboard of trustees of CharterMac, subject to the direction approval of Executive's initial appointment by the board of trustees of CharterMac and subject to Executive's reelection as a trustee by the shareholders of CharterMac and (ii) the Chairman of the Board and the Board board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws directors of the Company. The Employee During the Employment Period, Executive shall have general executive charge report to the Chief Executive Officer of CharterMac and Executive shall perform the Company with all such powers types of duties and functions as may shall be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him Executive from time to time by the Chairman Chief Executive Officer. During the Employment Term, Executive will be a member of the Board CharterMac's Strategic Planning Committee. Executive will devote substantially all of his business time, best efforts and the Board of Directors. The Employee shall report directly ability to the Company's Chairman business of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under its affiliates, will faithfully and diligently perform Executive's duties pursuant to this Agreement, will comply with the Employee agrees overall policies established by the board of trustees of CharterMac and will do all things reasonably in Executive's power to devote substantially his full timepromote, attention develop and energies to the Companyextend CharterMac's and ARCap's business. This Agreement shall not be construed as preventing In determining whether Executive is devoting substantially all his business time, best efforts and ability to the Employee business of the Company and its affiliates, Executive may only engage in those business activities aside from investing assets in such form or manner as will not require his services duties hereunder which are either (i) set forth in the daily operations attached Exhibit B, or (ii) are disclosed to CharterMac's board of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (trustees and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyapproved by it.

Duties. The Employee Executive agrees that during the Employment Period while ------ Executive is engaged employed by the Company, Executive will devote Executive's full business time, energies and talents to serving as the General Manager of Network Operations of the Company as its and the Parent and providing services for the Company at the direction of the Company's President and Chief Executive Officer, or his designee (the "CEO") or, for periods prior to the consummation of the Reorganization, the Manager of the Company or his designee (the "Manager"). Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeManager or CEO, the Employee's positions with the Company as applicable, shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman of the Board and the Board of Directors of the CompanyManager or CEO, as applicable, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties as designated in accordance with required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's Bylaws principal place of business unless the nature of such duties requires otherwise. The parties acknowledge and as agree that the Company is transitioning its principal place of business and that no later than December 31, 2000, such principal place of business will be in the greater Chicago metropolitan area. Notwithstanding the foregoing, during the Employment Period, Executive may be assigned to him from devote reasonable time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities involving professional, attention charitable, educational, religious and energies similar type activities to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Manager or CEO, as applicable, inhibit, prohibit, interfere with his work for or conflict with Executive's duties under this Agreement or conflict in any material way with the Companybusiness of the Company and its affiliates; provided, however, that Executive shall not serve on the board of directors of any business or hold any other position with any business without receiving the prior written consent of the Manager or CEO, as applicable, which consent may not be unreasonably withheld.

Duties. The Employee is engaged by shall serve as the Company as its President and of GP Strategies, reporting directly to the Chief Executive Officer. Unless otherwise consented to Officer (or any person appointed or designated by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of GP Strategies to serve as GP Strategies’ highest-ranking executive (e.g., the CompanyChief Executive Officer or Chairman of the Board) (the “Direct Supervisor”) and shall perform the duties normally associated with such position and such other responsibilities consistent with Employee’s ability, qualifications and experience that GP Strategies may designate from time to time. Employee shall devote all of Employee’s business time and attention to the performance of Employee’s duties under this Agreement and to the provisions promotion and advancement of the Articles business interests of Incorporation GP Strategies. Employee shall comply with all applicable laws, rules, regulations, and Bylaws with the policies and procedures of GP Strategies. Employee will be located at GP Strategies’ headquarters in the Columbia, Maryland area but Employee shall travel as the needs of GP Strategies reasonably require. Notwithstanding anything herein, Employee shall not be precluded from serving on a board of directors of other corporations or non-profit organizations, with the prior written consent of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the CEO or Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee GP Strategies, or engaging in charitable, educational or community affairs that do not conflict with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment Employee's obligations under this Agreement. Employee shall promptly apply for and maintain a Department of Defense Top Secret Security Clearance as long as the US Government requires the President of GP Strategies to have such clearance. In the event that Employee's application for Top Secret Security Clearance is denied, or is withdrawn in the future (for reasons that do not implicate or involve any wrongful or inappropriate conduct by Employee), and Employee's employment with GP Strategies is subsequently terminated as a result of not having the Security Clearance, or this Agreement is subsequently terminated as a result of not Employee agrees to devote substantially his full timehaving the Security Clearance, attention and energies to the Company's business. This Agreement any such termination shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations a "cause" termination under Section 5.2 of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companythis Agreement.

Duties. The Employee is engaged During the Term, the Executive shall be employed by the Company as Senior Advisor, which title may be changed by the Company at any time in its President and sole discretion, reporting directly to the Chief Executive OfficerOfficer of Xxxxxxx Xxxxxxx Inc. (the “CEO”) or the CEO’s designee. Unless otherwise consented to In such capacity, the Executive shall faithfully perform for the Company the duties of said office. Such duties shall primarily include strategic planning, facilitating client, investor, analyst and other key relationships, participation in earnings/conference calls for Xxxxxxx Xxxxxxx Inc. (the “REIT”), and attending critical industry association conferences as requested and mutually agreed by the EmployeeCompany and the Executive. The Executive shall devote appropriate business time and effort to the performance of his duties hereunder. The Company acknowledges and agrees that Executive’s service shall be on a limited basis and the Company agrees not to make unreasonable demands on Executive’s time. In addition, the Employee's positions with the Company Executive shall be continue his current term (as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction Effective Date) as a member of the Chairman of the Board and the Board of Directors of the CompanyREIT (the “Board”), and to may be nominated for additional terms in the provisions of ordinary course. Notwithstanding the Articles of Incorporation and Bylaws of foregoing, in the Company. The Employee shall have general executive charge event the Executive becomes employed by, or otherwise renders services to, any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in competition with the “Principal Business” of the Company with all such powers as may or its affiliates, during the Term, (i) this Agreement will become null and void and (ii) the Executive will automatically cease to be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee a member of the Board, each as of the date such Board determination is made. The Company agrees to provide the Employee with such accommodations as are suitable to the character For purposes of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, Principal Business is defined to be the Employee agrees to devote substantially his full timeownership, attention operation, development, redevelopment, acquisition and energies to management of medical office buildings and other healthcare related facilities, and the Company's businessdesign, construction, development, operation, acquisition, management or consulting for healthcare facilities. This Notwithstanding the foregoing, nothing in this Agreement shall prohibits Executive from being employed by, or otherwise rendering services to, any person, corporation, partnership or other entity which is not be construed as preventing the Employee from investing assets in such form or manner as will not require his services engaged in the daily operations Principal Business of the affairs Company or any of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyits affiliates.

Duties. The EMPLOYEE shall be responsible for interactions with domestic and world wide financial managers and investors in both the private and public markets to meet the company’s financing, growth and profit directed activities. To achieve these and all other defined objectives Employee is engaged shall assemble an experienced and effective success oriented senior management team that shall (i) participate in obtaining financing and managing budgets; (ii) support the Company’s mission directed strategic and tactical plan, including manufacturing, business development, marketing, sales, distribution and project management and; (iii) the establishment of corporate policy and culture; (iv) investor and public relations (IR/PR); and (v) compliance with US and appropriate Non-US regulatory agencies (financial and product related). Employee shall work closely with the Company’s President in defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be such duties and responsibilities as the Company’s Board of Directors shall specify from time to time, and shall entail those duties customarily performed by the Company as its President Chief Executive Officer and Chief Executive OfficerScience Officer of a similarly situated company. Unless otherwise consented to by the Employee, the Employee's positions with the Company EMPLOYEE shall be as its President diligently and Chief Executive Officer. The Employee shall have all the powers faithfully execute and agrees to perform all of the such duties associated with those positionsand responsibilities, subject to the direction of the Chairman of the Board general supervision and the Board of Directors control of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the ’s Board of Directors. The Employee EMPLOYEE shall be responsible and report directly only to the Company's Chairman ’s Board of Directors. In its sole and absolute discretion, the Board and the Company’s Board of Directors shall determine EMPLOYEE’s duties and any executive committee of responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as it deems in the Board. The Company agrees to provide the Employee with such accommodations as are suitable Company's best interest, to the character extent such assignment or reassignment is commensurate with the duties customarily performed by the Chief Executive Officer of a similarly situated company. EMPLOYEE shall devote his positions with full-time attention, energy, and skill during normal business hours to the business and affairs of the Company and adequate for shall not, during the performance Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the prior written consent of his dutiesthe Company’s Board of Directors. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies Notwithstanding anything to the Company's business. This contrary in this Agreement shall EMPLOYEE is not be construed as preventing the Employee precluded from investing assets in such form or manner as will not require his services in the daily operations devoting reasonable periods of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other time required for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.:

Duties. The Employee is engaged by Xxxxx shall serve as the Company as its President and Chief Executive Officer of the Company, reporting directly to the Company’s Board of Directors (the “Board”). As President and Chief Executive Officer. Unless otherwise consented to by , Xxxxx shall oversee and direct the Employeeoperations of the Company (including direct or indirect supervision of management personnel of the Company), the Employee's positions and perform such other duties consistent with the Company shall be as its responsibilities of a President and Chief Executive Officer. The Employee shall have Officer of a public company and as may from time to time be assigned to Xxxxx by the Board, all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of Board. In addition, the Board may from time to time, in its sole discretion, assign to Xxxxx such other reasonable duties, authorities and responsibilities that are not inconsistent with Xxxxx’x position as the Board of Directors President and Chief Executive Officer of the Company, including without limitation, service as an officer and/or on the boards of directors and to the provisions committees of the Articles of Incorporation and Bylaws one or more of the Company’s subsidiaries, in each case, without additional compensation. The Employee Xxxxx shall have general executive charge devote to the Company’s business substantially all of his working time, provided Xxxxx may devote reasonable time as does not interfere with his performance of his duties under this Agreement to activities such as supervision of personal investments and activities involving professional, charitable, civic, educational, religious and similar types of activities, including membership on non-profit boards of directors. Service as a director of for-profit organizations shall require approval of the Board; provided, that the foregoing activities are not competitive with the business of the Company and do not interfere or conflict with all such powers as may be reasonably incident to such responsibilities; Xxxxx’x duties and he shall have such other powers and duties as designated in accordance with obligations on behalf of the Company or create a potential business or fiduciary conflict of interest. On January 24, 2024, Xxxxx was elected by the Company's Bylaws and ’s stockholders to serve as may be assigned to him from time to time by a director on the Chairman of the Board and the Board of DirectorsBoard. The Employee shall report directly Xxxxx shall, subject to the Company's Chairman of the Board and the Board of Directors and any executive committee fiduciary duties of the Board. The Company agrees , be nominated to, and be recommended to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementshareholders for, the Employee agrees to devote substantially his full time, attention management slate of directors at each annual meeting of shareholders that occurs during Xxxxx’x employment as the President and energies to Chief Executive Officer of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in , for a term equal to that of other directors being nominated at such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companymeeting.

Duties. The Employee is engaged by Executive shall report to the Company respective Boards of Directors of Lakeland Bancorp and Lakeland Bank (each, a “Board” and collectively, the “Boards”) and have the title of President and Chief Executive Officer of Lakeland Bancorp and Lakeland Bank. The Executive shall be nominated for election (i) as its a member of the Lakeland Bank Board at each annual meeting of the sole shareholder of Lakeland Bank occurring during the Term and (ii) as a member of the Lakeland Bancorp Board at each annual meeting of shareholders of Lakeland Bancorp at which the Executive’s term as a director of Lakeland Bancorp expires occurring during the Term. The Executive initially shall be appointed to the Lakeland Bank Board and the Lakeland Bancorp Board on April 2, 2008, and shall be nominated to stand for election at Lakeland Bancorp’s 2008 annual meeting of shareholders for a term of two years. The Executive shall have such duties as are consistent with the Executive’s experience, expertise and position as President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee as shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him the Executive from time to time by the Chairman respective Boards. During the Term, except for vacation in accordance with the provisions of this Agreement and the Employer’s policies or due to illness or incapacity, the Executive shall devote all of the Board Executive’s business time, attention, skill and the Board of Directors. The Employee shall report directly efforts exclusively to the Company's Chairman business and affairs of the Board Employer and its affiliates. Notwithstanding the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable foregoing, to the character of his positions with extent that the Company and adequate for following does not impair the performance of his duties. During his employment under Executive’s ability to perform the Executive’s duties pursuant to this Agreement, nor violate the Employee agrees to devote substantially his full timeterms of the provisions set forth in Section 6 hereof, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets Executive may (1) make personal investments in such form or manner as will not neither require his the Executive’s services in the daily operations of the operation or affairs of the companies business in which such investments are made. This Agreement shall also not be construed as preventing , (2) serve on the Employee from serving as an outside director board of up to two directors of one or more charitable organizations and (3) serve on the board of directors of other for-profit companies (and such additional companies as with the Board advance written consent of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyBoards.

Duties. The Employee is engaged by Manager has primary responsibility for performing the Company as its President and Chief Executive Officeradministrative actions set forth in this Section 4.3. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee Manager shall have all the powers and agrees no duty or obligation to perform all of the duties associated comply with those positions, subject any directive from any Beneficial Owner in such capacity with respect to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the CompanyTrust Estate. The Employee Manager shall not have general executive charge of the Company any duty or obligation under or in connection with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Trust Agreement, the Employee agrees Trust, or any transaction or document contemplated hereby, except as expressly provided by the terms of this Trust Agreement, and no implied duties or obligations shall be read into this Trust Agreement against Manager. The right of Manager to devote substantially his full time, attention and energies to the Company's business. This Agreement perform any discretionary act enumerated herein shall not be construed as preventing a duty. To the Employee fullest extent permitted by applicable law, including without limitation Section 3806 of the Statutory Trust Act, (i) Manager’s duties and liabilities relating thereto to the Trust and Beneficial Owners shall be restricted to those duties expressly set forth in this Trust Agreement and liabilities relating thereto, and (ii) Manager has no fiduciary duties whatsoever to the Trust or to Beneficial Owners; provided, however, no provision of this Trust Agreement is intended to or shall eliminate Manager’s implied contractual covenant of good faith and fair dealing. Without limiting the generality of Section 4.2(a) above, Manager, for and on behalf of the Trust, is hereby authorized and directed to take each of the following actions necessary to conserve, protect, invest and manage the Trust Estate in a manner consistent with the Investment Objective: (1) accepting the contribution of the Defeasance Funds and entering into, executing, delivering and performing the Transaction Documents (including, without limitation, the Financing Documents the Engagement Agreement and the License Agreement); (2) complying with the terms of the Financing Documents and Transaction Documents; (3) holding and investing the Defeasance Funds in accordance with the Investment Objective; (4) engaging outside professional investment advisors to provide direction and guidance with respect to the investment of the Trust Estate in furtherance of the Investment Objective; (5) notifying the relevant parties of any default by them under the Transaction Documents; and (6) paying from investing assets the Trust Estate the liabilities, fees, costs, expenses and indemnities expressly contemplated to be paid with proceeds of the Defeasance Funds under the Transaction Documents, including, without limitation, pursuant to the Financing Documents, the Engagement Agreement and the License Agreement between UTW Fanfaire, LLC, as licensor, and Depositor, as licensee, and acknowledged by the Trust (as the same may be amended, modified, replaced and/or restated, the “License Agreement”). Manager shall keep customary and appropriate books and records relating to the Trust and the Trust Estate. Manager shall maintain appropriate books and records in order to provide reports of income and expenses to each Beneficial Owner as necessary for such Beneficial Owner to prepare his/her income tax returns regarding the Trust Estate. Manager shall prepare (or cause to be prepared), sign and timely file (or cause to be filed) all federal, state, local and foreign tax and information returns and tax reports with respect to the Trust. During the term of the Loan, Manager shall deliver or cause to be delivered to Lender and Depositor (x) within forty-five (45) days after the filing thereof, copies of the federal and state income tax returns for the Trust, together with all supporting schedules and the annual unaudited financial statements as of the end of the preceding calendar year, in each case certified by the Manager; and (y) within ninety (90) days after the end of each calendar year a written report summarizing management and investment activities and financial performance of the Trust. Manager shall not be required to act or refrain from acting under this Trust Agreement or the Transaction Documents if Manager reasonably determines, or has been advised by counsel, that such actions or inactions may result in personal liability, unless Manager is indemnified by the Trust and Beneficial Owners against any liability and costs (including reasonable legal fees and expenses) which may result in a manner and form reasonably satisfactory to Manager. Manager shall not, on its own behalf (in contrast to actions that Manager is required to perform on behalf of the Trust), have any duty to (i) file, record or manner as will not require his services deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document, (ii) pay or discharge any tax levied against any part of the Trust Estate, or (iii) confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated under the Transaction Documents to provide such. Manager shall manage, control, distribute or otherwise deal with the Trust Estate in its discretion, subject to any restrictions or obligations set forth in the daily operations Transaction Documents or in this Trust Agreement. Upon written request, Manager shall provide to each Person who becomes a Beneficial Owner a copy of this Trust Agreement at or before the time such Person becomes a Beneficial Owner. Manager shall provide to Trustee a copy of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere Ownership Records contemporaneously with his work for the Companyeach revision thereto.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Employee is engaged Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the Company express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations with respect to the Shares as its President and Chief Executive Officerare specifically set forth in this Agreement. Unless otherwise consented to by the Employee, the Employee's positions with Each of the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers Selling Shareholders acknowledges and agrees to perform all that: (a) the purchase and sale of the duties associated with those positionsShares pursuant to this Agreement, subject to including the direction determination of the Chairman public offering price of the Board Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Board Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholders are capable of Directors evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge Selling Shareholders or their respective affiliates, shareholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Shareholders with all respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such powers as Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters); and (d) the several Underwriters and their respective affiliates may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated engaged in accordance with the Company's Bylaws and as may be assigned to him a broad range of transactions that involve interests that differ from time to time by the Chairman those of the Board Company and the Board Selling Shareholders and that the several Underwriters have no obligation to disclose any of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Boardsuch interests. The Company agrees to provide and the Employee with such accommodations as are suitable Selling Shareholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Shareholders hereby waive and release, to the character of his positions with fullest extent permitted by law, any claims that the Company and adequate for the performance Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form agency or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companyfiduciary duty.

Duties. The Employee Superintendent represents and warrants that he is engaged able, and will continue to be able, to serve as the District’s Superintendent of Schools in a competent and professional manner in compliance with applicable laws, policies and regulations adopted by the Company Board, and as its President and Chief Executive Officer. Unless otherwise consented to directed by the EmployeeBoard. The Superintendent shall perform his duties over the full fifty-two (52) weeks of the School District’s fiscal year (July 1 to June 30), the Employee's positions with the Company less applicable vacation, leave, and holidays. The Superintendent shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees expected to perform all of the duties associated with those positions, subject to the direction of the Chairman attend meetings of the Board and its committees and to attend and participate in School District functions or, on occasion, other civic activities having relation to the School District’s interests within the Covert community. Among his other duties, the Superintendent shall prepare the agendas for each Board of Education meeting in consultation with the President of the Board or his delegate, and forward same to each member of the Board, along with his recommendations and supporting documentation on each agenda item, sufficiently in advance of the meeting so that each member can assimilate such information prior to the meeting. The Superintendent will act as advisor to the Board and keep it informed on matters pertaining to the administration of the School District. The Board collectively and individually shall refer promptly all criticism, complaints and suggestions called to their attention to the Superintendent for study and recommendation. The Superintendent is herein vested with the authority by the Board of Directors Education to appoint his administrative team including bookkeeper, principals and supervisors. These appointments by the Superintendent are integral to any reform effort he is to undertake and Board support for these appointments is essential to the fulfillment of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time contract obligation by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees It is understood and agreed that the Superintendent shall not replace the persons currently performing the duties of the positions listed above until their employment contracts have terminated or the positions involved have otherwise been vacated, so that at no time shall the District have more than one person performing the essential duties of such positions. In addition, it is understood and agreed that the compensation paid to provide such persons shall be in the Employee with range of that paid to persons performing such accommodations as are suitable to duties in the character past. Furthermore, the Board’s evaluation of his positions with the Company and adequate for Superintendent shall include consideration of the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies persons appointed by him to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Companypositions above.

Duties. The Employee is engaged by Executive shall render exclusive, full-time services to the Company as its President and Company. Executive shall report to the Company’s Chief Executive Officer. Unless otherwise consented Officer (“CEO”) or, if the CEO position is unfilled, to another officer designated by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors (the “Board”) or to the Board itself, as determined by the Board in its sole discretion. (For purposes of this Agreement, the term “CEO” is used generically to refer to the CEO or such other person(s) to whom Executive is assigned to report.) Executive shall perform services under this Agreement primarily at the Company’s office in Austin, Texas, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time at such other locations as may be necessary or as otherwise reasonably requested by the Chairman of the Board and the Board of DirectorsCompany. The Employee shall report directly Subject to the Company's Chairman terms of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, Executive’s responsibilities, working conditions and duties may be changed, expanded or eliminated at the Employee agrees to sole discretion of the CEO. Executive shall devote substantially his Executive’s best efforts and full business time, skill and attention and energies to performance of Executive’s duties on behalf of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets ; provided, however, that Executive may engage in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (civic and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities (e.g. charitable and industry association activities) as long as such activities do not materially interfere with his work for Executive’s obligations hereunder. During Executive’s employment with the Company, Executive agrees not to engage in any business or for-profit activities outside the Company, including serving on any advisory boards or boards of directors of for-profit entities, except with the prior written approval of the CEO, which approval may be rescinded at any time in the CEO’s sole discretion, provided that in the event of such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to which such consent has been rescinded. By signing this Agreement, Executive represents that, to the best of Executive’s knowledge, Executive is not subject to any other contract or duty that would interfere in any way with Executive’s employment with the Company or performance of employment duties hereunder.

Duties. The Employee is engaged by Executive will serve the Company as its in the capacity of Executive Vice President and Chief Financial Officer and, in that capacity, Executive Officer. Unless otherwise consented will perform his duties to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all best of the duties associated with those positionshis abilities, subject to the direction oversight of the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer (the “Chairman and CEO”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Chairman and CEO or the Board may impose through the Company’s authorizing resolutions or otherwise. During the Term of Directors Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers business ethics as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him are from time to time by in effect. During the Chairman Term of Employment, Executive shall not, without the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee prior approval of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character , which approval will not be unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of his positions with the Company and adequate or for the performance of his duties. During his employment under this Agreementbenefit of, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed any other “Person” (as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving defined below) as an outside director employee, advisor, member of up a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating work in any capacity for any charitable or other not-for-profit activities as long as organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not materially conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his work for current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person” as used in this Agreement means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented hereby agrees to by employ the Employee, and the Employee's positions with Employee hereby agrees to serve as the Company shall be as its Vice President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the carry out such duties associated consistent with those positionssuch position, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman President of the Company (so long as one of Drs. Poulxx, Xxmaxxx xx Kowaxxxxx xx President) or its Board of Directors (so long as such duties are not significantly inconsistent with the duties of such Employee as an employee of the Seller as in effect immediately prior to the execution, delivery and consummation of the Purchase Agreement) including, without limitation, supervising the day to day operations of the Company, advising the Board of Directors in assessing the technical merits and capabilities of future equipment purchases by the Company, and supervising and assisting in making Company senior management decisions, subject to the approval of the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany. The Employee's employment shall continue for the Term (as that term is defined in Section 2). The Company expressly acknowledges and agrees to provide that in no event shall the Employee with such accommodations as are suitable be required to perform pathological procedures relating to abortion or fetal tissue research. 2 During the character of his positions with the Company and adequate for the performance of his duties. During his employment under this AgreementTerm, the Employee agrees to shall devote substantially his full time, attention and energies himself to the Company's business. This Agreement affairs of the Company on a full-time basis and shall not engage in any other business, either on a full-time or part-time basis, as an employee, consultant or in any other capacity, whether or not he receives any compensation therefore without the prior consent of the Board of Directors of the Company; provided, however, that nothing herein shall be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (a) making and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as managing personal investments, so long as such activities do not materially significantly interfere with his work for duties to the Company; (b) engaging in community and/or charitable activities, so long as such activities do not interfere with his duties to the Company; and (c) Preventing such Employee from rendering services to Demaxxx & Xoulxx, X.A. (the "Professional Association"), so long as the Professional Association complies in all material respects with the terms of a certain Pathology Services Agreement with the Company dated as of January 1, 1994. The Employee shall not be required, in connection with his performance of services hereunder, to relocate to a location outside of the Fort Lauderdale, Florida area; it being acknowledged, however, that reasonable travel may be required in connection with the Employee's performance of services hereunder.

Duties. The During the Employment Period, Employee is engaged by agrees to serve exclusively as the Chief Executive Officer of Clinical Studies, Ltd., a wholly-owned subsidiary of the Company ("Clinical Studies"). Employee shall exercise such powers and comply with and perform such directions and duties in relation to the business and affairs of the Company as its President are customarily and ordinarily exercised and performed by the Chief Executive Officer. Unless otherwise consented Officer of similar entities and as may from time to time be vested in or requested by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and shall use his best efforts to improve and expand the business of the Company and its Affiliates. Notwithstanding any other term or provision to the provisions contrary contained herein, in no event shall Employee be obligated to perform any act which would constitute or require the violation of any federal, state or local law, rule, regulation, ordinance or the like. Employee shall at all times report to, and his activities shall at all times be subject to the direction and control of, the Board of Directors of the Articles of Incorporation and Bylaws Company as well as the Chief Executive Officer of the CompanyCompany which officer shall act as the immediate supervisor of Employee. The Employee shall have general executive charge supervisory control over and responsibility for the general management of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws wholly-owned subsidiary Clinical Studies, Ltd. ("CSL") subject in all instances to the written policy guidelines concerning operations and as may be assigned to him capital expenditures promulgated and/or approved from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the BoardCompany or its Executive Committee. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full entire business time, attention energy and energies skill to the service of the Company and its Affiliates and shall perform his duties in a good faith, trustworthy and businesslike manner, in compliance with the laws of the United States of America and all other political subdivisions, all for the purpose of advancing the interests of the Company and its Affiliates. Employee shall at no time engage in any other business activity whether or not such activity is pursued for gain, profit or other pecuniary advantage. Notwithstanding the foregoing, provided the same shall not interfere with the performance by Employee of his duties under this Agreement and shall not violate the terms and provisions of any other provision of this Agreement (including, but not limited to, Section 15 of this Agreement), Employee may invest his personal assets in businesses where the form or manner of such investment will not require services on the part of Employee and in which his participation is solely that of a passive investor and/or serve on the board of directors or as an officer of, or as a volunteer for, charitable, civic or community organizations; provided that Employee may serve as a member of the board of directors of a for profit organization upon the consent of the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do which consent will not materially interfere with his work for the Companybe unreasonably withheld.

Duties. The Employee is engaged by During the Company Term of Employment the Executive shall continue to serve as its the Company's President, Chief Executive Officer and as a member of the Company's Board of Directors (the "Board"). As the Company's President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with Executive shall direct and manage the affairs of the Company shall be with such duties, functions and responsibilities (including the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) as its are customarily associated with and incident to the position of President and Chief Executive Officer. The Employee shall have all Officer and as the powers and agrees Company may, from time to perform all time, require of the duties associated with those positionshim, subject to the direction of the Chairman Company's Board. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the duties of the Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board and (which consent shall not be unreasonably withheld) to be a member of the Board board of Directors directors of other companies which do not compete with the Company, and so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the provisions Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Articles of Incorporation and Bylaws Executive shall be the principal executive offices of the Company. The Employee shall have general executive charge Executive acknowledges that in the course of the Company with all such powers as his employment he may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him required, from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations travel on behalf of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company."

Duties. As Vice President Support of the Intentia Group the Executive is responsible for all operations in accordance with the division of responsibilities set out from time to time and in particular to carry out duties customary to a VP Support of a publicly listed company The Employee is engaged by Executive shall exercise such powers and perform such duties (not being duties inappropriate to his senior status) in relation to the business of the Company or any Associated Company as its President and Chief Executive Officer. Unless otherwise consented may from time to time be vested in or assigned to him by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors and the CEO. The Executive shall comply with all reasonable directions from the Board of Directors and the Company, and to the provisions of the Articles of Incorporation and Bylaws CEO as well as all regulations of the Company. The Employee shall have general executive charge principal duty of the Company with all such powers as may Executive shall be reasonably incident to such responsibilities; properly and he shall have such other powers professionally manage the different Support Centres and duties as designated in accordance with also the Company's Bylaws and as may be assigned to him from time to time by the Chairman QA functions of the Board Intentia Group including, but not limited to, Partners, Auditors, etc and corresponding relations and other external contact related to the Board position. These duties shall be exercised under the general supervision and guidance of Directorsthe CEO. The Employee shall report directly to the Company's Chairman duties, responsibilities, objectives and authorities of the Board Executive are set out in this Agreement and in policies, procedures, instructions and other communications (hereinafter referred to as “Directives”) by the Board of Directors and any executive committee the CEO and applicable corporate bodies, and the Executive agrees to comply with and be bound by all such Directives for the time being in force and duly communicated to him. The Executive shall diligently, faithfully and loyally promote the interest of the Company and the Intentia Group and in particular, shall use his best endeavours to attain the business goals set by the CEO and the Board. The Company will reimburse such fees associated with professional institutions and organizations in which the Executive is a member upon request of the Company. The Executive hereby agrees to provide take up all offices and functions the Employee with such accommodations as are suitable to the character of his positions with Company sees fit, within the Company and adequate the Intentia Group as well as its subsidiaries. The Executive will retire from all such offices and functions upon request of the Company. All additional remuneration the Executive should derive thereof will be accounted for with regard to the performance of his duties. During his employment remuneration under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers normal duties, responsibilities, functions, and agrees to perform all authority of the duties associated with those positions_________, subject to the direction power and authority of the Chairman of the Board and the Board of Directors of the CompanyCompany (the “Board”), and Executive shall report to the provisions of Chief Executive Officer (the Articles of Incorporation “CEO”). Executive shall render to the Company administrative, financial, and Bylaws other executive and managerial services that are consistent with Executive’s position as _________ of the Company, as the CEO and/or the Board may from time to time direct. The Employee Executive shall have general executive charge devote Executive’s full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company with all such powers Company, its Affiliates, and its Subsidiaries. In performing Executive’s duties and exercising Executive’s authority under this Agreement, Executive shall support and implement the business and strategic plans as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him directed from time to time by the Chairman CEO and shall support and cooperate with the Company’s effort to expand the business and operate in conformity with the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the Board and CEO or the Board, who may approve under such procedures as the Board shall from time to time approve, serve on the board of Directors. The Employee directors of any other company for compensation or remuneration, and Executive shall report directly to not undertake, engage in or perform other activities or services for Executive’s personal benefit or for the Company's Chairman benefit of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with Person other than the Company and adequate for its Subsidiaries and Affiliates if such other activities or services interfere with the performance of his duties. During his employment Executive’s duties under this Agreement, the Employee agrees to devote substantially his full time, attention and energies . Subject to the Company's business. This foregoing provision, nothing in this Agreement shall not be construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the Employee from board of directors of other companies without compensation or remuneration, or investing Executive’s personal assets in such form or a manner as will not require his services in the daily operations of the affairs of the companies in which Executive deems to be appropriate; provided, however, no such investments are made. This other activity shall conflict with Executive’s obligations under this Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the CompanyExecutive’s performance of Executive’s duties under this Agreement.

Duties. The Employee is engaged by You will serve as the Executive Vice President & General Counsel for the business units and divisions over which the President & Acting Chief Executive Officer of the Company will have authority as its set forth in the employment agreement attached to the letter agreement dated August 13, 2019 between the President & Acting Chief Executive Officer of the Company and the Company (the “CBS Businesses”). In your role, you will dual report directly to (a) the Chairman & Chief Executive Officer. Unless otherwise consented to by , or any successor(s) thereof, of the EmployeeCBS Businesses (such person or persons, the Employee's positions with “CBS Chairman”; and (b) the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge General Counsel of the Company (the “GC”). The senior lawyers at the CBS Businesses shall report directly to you. You will be responsible for (i) all legal affairs of the CBS Businesses, including litigation, and (ii) Items 1-6 of Section 4.07(a) of the Comet Disclosure Letter referred to in the Merger Agreement (or any other litigation based on the facts or assertions underlying such matters including the investigation relating thereto). With respect to any other corporate litigation matters for which you were responsible as of the Closing that are not within the scope of the immediately prior sentence, the GC will consider in good faith your views about the appropriate allocation of responsibility. You will also be jointly responsible for the CBS Transaction Litigation (as defined in the Merger Agreement) together with all such powers the GC. You shall also shall have access to the Company’s Board of Xxxxx Xxxxxx as of August 13, 2019 Directors (the “Board”) as may be requested by the Board from time to time. You will consult with and keep the GC reasonably incident informed with respect to such responsibilities; and he shall have such other powers and duties as designated in accordance with legal matters for which you are responsible. At all times while employed under this Agreement, your principal place of employment will be the Company's Bylaws and as ’s executive offices in the New York metropolitan area; provided, however, that you may be assigned required to him render services in the Los Angeles metropolitan area and elsewhere from time to time by upon reasonable request for business reasons. Except as set forth in the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreementnext sentence, the Employee agrees you agree to devote substantially his full your entire business time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations business of the affairs Company. Notwithstanding anything to the contrary contained herein, you will be permitted to engage in charitable, civic, or other non-business activities and to serve as a member of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director board of up to two other for-profit companies (and such additional companies as the Board directors of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as organizations and one for-profit organization (in the case of the for-profit organization, which is mutually agreeable to you and the CBS Chairman, subject to the Company’s applicable conflict of interest policies) so long as such activities do not materially interfere with his work for the Companyperformance of your duties and responsibilities hereunder.

Duties. The Employee Executive agrees that during the Employment Period from and after the Effective Date, while Executive is engaged employed by the Company Company, Executive will devote Executive's full business time, energies and talents to serving as its the President and Chief Executive OfficerOfficer of the Company and the Parent, at the direction of the Board. Unless otherwise consented Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the EmployeeBoard, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positionsassigned to Executive faithfully and efficiently, subject to the direction of the Chairman Board and shall have such authorities and powers as are inherent to the undertakings applicable to Executive's position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company's principal place of business unless the nature of such duties requires otherwise. So long as Executive is the Chief Executive Officer of the Parent, he shall serve as member of the Board and if the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. The Company agrees Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment activities other than those required under this Agreement, the Employee agrees to devote substantially his full timeincluding activities of a charitable, attention and energies educational, religious or similar nature (including professional associations) to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as extent such activities do not materially not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with his work for or conflict with Executive's duties under this Agreement or conflict in any material way with the business of the Parent, the Company and their respective affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Parent or the Company, or their affiliates) or hold any other position with any business without receiving the prior written consent of the Board, which consent, with respect to serving on private company boards, may not be unreasonably withheld.