Common use of Employment and Duties Clause in Contracts

Employment and Duties. (a) The Company shall employ Executive as President and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice President and Chief Investment Accounting Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Financial Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President Vice President, Assistant Secretary and Chief Investment Accounting Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall continue to employ You as Chief Executive as Officer, President and Chief Investment OfficerChairman of the Board in accordance with the terms and conditions set forth in this Agreement. Executive You accept such continued employment on the terms set forth herein. You shall perform all report to the Board of Directors of the Company. B. You shall have such duties that are consistent with Executive’s position as set forth on Exhibit B (Duties) and that as may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated You by the Board of Directors from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall employ You as Chief Executive Officer in accordance with the terms and conditions set forth in this Agreement. You accept employment on the terms set forth herein. You shall report to the Board of Directors of the Company. B. You shall have such duties as President set forth on Exhibit B ("Duties") and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that as may otherwise be assigned to Executive You by the Board of Directors of the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s 's employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President — and Chief Investment OfficerPresident of Axxxx & O’Hara Development Company. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall employ Executive You as President and Chief Investment Operating Officer in accordance with the terms and conditions set forth in this Agreement. You accept employment on the terms set forth herein. You shall report to the Chief Executive Officer of the Company, or such other executive as may be designated by the Chief Executive Officer. Executive . B. You shall perform all have such duties that are consistent with Executive’s position as set forth on Exhibit B ("Duties") and that as may otherwise be assigned to Executive You by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s 's employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Chief Executive Officer and/or the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President and Chief Investment Executive Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by Board of the Board from time to timeCompany. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; (iii) continue to serve on the board of trustees of Great Wolf Resorts, Inc. and as co-chairman of the board of MCR Development, provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof), serve on other corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President Executive Vice-President, Chief Financial Officer, Treasurer and Chief Investment OfficerSecretary. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall agrees to employ and Executive agrees to serve as President and the Company's Chief Investment Executive Officer. The rights, duties and responsibilities of Executive shall perform all include the right and duty to manage the day to day operations of the Company and such other duties that and responsibilities as are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to timeposition. Executive shall report directly only to the Board of Directors of the Company (the “Board”) and, for as long as DPW beneficially owns no less than Thirty Percent (30%) of the shares of common stock of the Company (the “Common Stock”), to the President or Chief Executive Officer or any other executive designated by the Board from time to time. (b) of DPW. Executive agrees to (i) shall devote all necessary a sufficient amount of his working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies efforts during the Company's normal business hours to promote the business and advance the Business and/or interests affairs of the Company and its Subsidiaries; subsidiaries in order to diligently and (iii) fully faithfully perform Executive’s obligations under his duties and responsibilities duly assigned to him pursuant to this Agreement. (c) During Executive’s employment, . Executive shall not render services perform his duties consistent with the State of Delaware’s duty of care and duty of loyalty standards. Executive shall be permitted to any other entity, regardless of whether Executive receives compensation, without the prior written consent carry on additional activities provided that none of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such additional activities do not conflict or interfere interferes with the performance of Executive’s obligations under this Agreement the duties and responsibilities of Executive or conflict are determined to be inconsistent with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to timeposition, including those described in the Company’s employee handbookstanding, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies stature, reputation or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company; nothing in this Section 1, shall prohibit Executive from (a) serving as a director or member of a committee of entities that do not, in the reasonable good faith determination of the Board, compete with the Company or otherwise create, or could create, in the reasonable good faith determination of the Board, a conflict of interest with the business of the Company: (b) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (c) serving as a director or trustee of any governmental, charitable or educational organization; or (d) engaging in additional activities in connection with personal and/or business investments and community affairs.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, commencing January 1, 2011, the Company shall will employ the Executive, and the Executive as President and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise will be assigned to Executive employed by the Company from time to time. Executive shall report directly to Company, as the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company (“CEO”). As such officer, he shall be responsible for the supervision, control and its Subsidiaries; conduct of all of the business and (iii) fully affairs of the Company, shall have the authority and duties set forth for his offices in the Company’s bylaws, shall have such additional duties as are normally assigned to a chief executive officer, shall perform Executive’s obligations under this Agreement. (c) During Executive’s employmenthis duties in a conscientious, reasonable and competent manner, shall devote his best efforts to his employment by the Company and, except as otherwise set forth herein, shall devote his entire business time and attention to the performance of his duties. At all times, the Executive shall not render services be subject to any other entity, regardless the direction of whether Executive receives compensation, without the prior written consent Board of Directors of the Company. It shall not be a violation of this Agreement for the Executive may, however, to (ia) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate corporate, civic or charitable boards or committees, provided that (b) participate in other business, community and professional activities, and (c) manage personal investments, so long as in each case and collectively such activities do not conflict or significantly interfere with the performance of the Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures responsibilities as an employee of the Company as may be adopted and changed from time to timein accordance with this Agreement and, including those described in the Company’s employee handbookcase of corporate boards or serving as chairman (or in a comparable position) of a corporate board, Code so long as the Executive receives the prior consent of Business Conduct the Human Resources Committee of the Board of Directors of the Company (the “Committee”), subject to review and Ethics and other policies set forth approval by the full Board of Directors. While he is the Chief Executive Officer, the Company from time anticipates that the Executive will continue to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer serve as a member of the Company, Executive owes a duty Board of care and loyalty to Directors of the Company as well and, if there is an Executive Committee of the Board of Directors, as a duty to perform member of such duties in a manner that is in the best interests of the Companycommittee.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President and Chief Investment Officer— Management Services. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President and Chief Investment Officerof Business Development, Sales & Marketing. Executive shall perform all duties that are consistent with Executive’s 's position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s 's position; (ii) devote Executive’s 's best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s 's obligations under this Agreement. (c) During Executive’s employment, 's employment Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, may (i) engage in community, charitable and educational activitiesactivities (including, as specifically permitted by Section 2(b)); (ii) manage Executive’s 's personal investments; (iii) act as a consultant or advisor, provided, however, that such activities do not conflict or interfere with the performance of Executive's obligations under this Agreement or conflict with the interests of the Company and (iiiiv) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committeescommittees of up to two (2) public companies other than the Company and a reasonable number of privately held companies including companies operated or controlled by the Executive or a relative or family member of the Executive, provided provided, however, that such activities do not conflict or interfere with the performance of Executive’s 's obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company’s 's employee handbook, handbook and Code of Business Conduct and Ethics and other policies set forth by the Company from time to timeEthics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President Senior Vice President, Assistant Secretary and Chief Investment Accounting Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall continue to employ You as Chief Executive as Officer, President and Chief Investment OfficerChairman of the Board in accordance with the terms and conditions set forth in this Agreement. Executive You accept such continued employment on the terms set forth herein. You shall perform all report to the Board of Directors of the Company. B. You shall have such duties that are consistent with Executive’s position as set forth on Exhibit B (“Duties”) and that as may otherwise be assigned to Executive You by the Company Board of Directors from time to time. Executive shall report directly 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” section attached as Exhibit A. Exhibit A is incorporated by reference and is included in the Definition of “Agreement.” C. You agree to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice President and Chief Investment Officer- Operations. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice-President and Chief Investment Officer. President of Axxxx & O’Xxxx Education Services, Inc. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Hara, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President Executive Vice-President, Chief Financial Officer, Treasurer and Chief Investment OfficerSecretary. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President and Chief Investment Officerof Operations. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President and Chief Investment Officerof Business Development, Sales & Marketing. Executive shall perform all duties that are consistent with Executive’s 's position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s 's position; (ii) devote Executive’s 's best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s 's obligations under this Agreement. (c) During Executive’s 's employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s 's personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committeescommittees of up to two (2) public companies other than the Company and a reasonable number of privately held companies including companies operated or controlled by the Executive or a relative or family member of the Executive, provided provided, however, that such activities do not conflict or interfere with the performance of Executive’s 's obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company’s 's employee handbook, handbook and Code of Business Conduct and Ethics and other policies set forth by the Company from time to timeEthics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall will employ Executive as its President and Chief Investment Executive Officer, and Executive accepts such employment. In such capacity, Executive shall report and be responsible to the Company’s Board of Directors (“Board”) and shall perform all such duties that are consistent with Executive’s position and that functions as may otherwise be assigned to Executive by the Company from time to timetime by the Board. Executive shall report directly comply with all proper and reasonable directives and instructions of the Board. Subject to and in accordance with the Chief terms and conditions of the Company’s Bylaws, Executive Officer or shall also serve as a member of the Board. Upon termination of Executive’s employment for any other executive designated by reason, upon the Board from time to timerequest of the Board, Executive shall resign as a member of the Board. (b) Executive agrees during the term of his employment hereunder to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best effortshis full business time, skill attention and energies and use his best efforts to promote the interest of the Company. Executive will perform his duties and advance responsibilities incident to his position hereunder and serve the Business and/or interests Company diligently and to the best of his ability. Executive shall act in accordance with the lawful policies and directives of the Company as determined from time to time provided that such policies and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreementdirectives do not conflict with any law, government regulation, generally accepted accounting policies or generally accepted practices of corporate governance. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) employment with the prior written consent Company shall be governed by the provisions of this Agreement for the Board period commencing on October 26, 2004 (or a designated committee thereofthe “Effective Date”), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under and continuing until this Agreement or conflict with the interests terminates pursuant to Section 7 of the Company. (d) this Agreement. The period during which Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty provides services to the Company pursuant to this Agreement shall be referenced in this Agreement as well as a duty to perform such duties in a manner that is in the best interests of the Company“Employment Period.”

Employment and Duties. (a) The Company shall employ Executive as Senior Vice-President of Development and Chief Investment Officeras Senior Vice-President of Xxxxx & O’Hara Development Company. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President and Chief Investment Executive Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; (iii) continue working with Xxxxx & X’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever; and (iiiiv) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall employ Executive You as Senior Vice President - Finance and Chief Investment OfficerFinancial Officer in accordance with the terms and conditions set forth in this Agreement. You accept employment on the terms set forth herein. You shall report to the Chief Executive Officer of the Company. B. You shall perform all have such duties that are consistent with Executive’s position as set forth on Exhibit B ("Duties") and that as may otherwise be assigned to You by the Chief Executive by Officer or the Board of Directors of the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skills and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s 's employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall employ You as Vice President of Marketing in accordance with the terms and conditions set forth in this Agreement. You accept employment on the terms set forth herein. You shall report to the Chief Executive Officer of the Company. B. You shall have such duties as President set forth on Exhibit B ("Duties") and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that as may otherwise be assigned to You by the Chief Executive by Officer or the Board of Directors of the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skills and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s 's employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice President and Chief Investment Officer– Operations. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President and Chief Investment Executive Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer Board of Directors (the “Board”) of the Company or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; , (ii) devote Executive’s best efforts, skill skill, and energies to promote and advance the Business business and/or interests of the Company and its Subsidiaries; Company, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s personal investments; , (iii) continue working with Axxxx & O’Xxxx, Inc., provided, however, that such work does not compete with the Company and does not involve student housing whatsoever, and (iiiiv) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companycompany. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics handbook and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company Company, as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President and Chief Investment Executive Officer. Executive shall perform all duties that are consistent with Executive’s this position and that may otherwise be assigned to Executive by the Company from time to time. Executive Board and shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s 's position; (ii) devote Executive’s 's best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s 's obligations under this Agreement. (c) During Executive’s employment, 's employment Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, may (i) engage in community, charitable and educational activities; (ii) manage Executive’s 's personal investments; and (iii) with the prior written consent of a majority of the Board (or a designated committee thereof), act as a consultant or advisor with or without pay; and (iv) with prior written consent of a majority of the Board (or a designated committee thereof), serve on corporate boards or committeescommittees of up to two (2) public companies other than the Company and a reasonable number of privately held companies including companies operated or controlled by the Executive or a relative or family member of the Executive; provided, provided however, that such activities do not conflict or interfere with the performance of Executive’s 's obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company’s 's employee handbook, handbook and Code of Business Conduct and Ethics and other policies set forth by the Company from time to timeEthics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice-President and Chief Investment Officer. as the President of Xxxxx & X’Xxxx Education Services, Inc. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Senior Vice President and Chief Investment Officer– Acquisitions. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as President Executive Vice President, Chief Financial Officer, Treasurer and Chief Investment OfficerSecretary. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The A. Company shall employ You as Chief Accounting Officer, Controller and a Vice President in accordance with the terms and conditions set forth in this Agreement. You accept employment on the terms set forth herein. You shall report to the Chief Financial Officer or Chief Executive Officer of the Company. B. You shall have such duties as President set forth on Exhibit B ("Duties") and Chief Investment Officer. Executive shall perform all duties that are consistent with Executive’s position and that as may otherwise be assigned to You by the Chief Financial Officer, the Chief Executive by Officer or the Board of Directors of the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees C. You agree to (i) devote all necessary working time required of Executive’s Your position; (ii) , to devote Executive’s Your best efforts, skill skills and energies to promote and advance the Business business and/or interests of the Company Company, and its Subsidiaries; and (iii) to fully perform Executive’s Your obligations under this Agreement. (c) . During Executive’s Your employment, Executive You shall not render services to any other entity, regardless of whether Executive receives You receive compensation, without the prior written consent of the Company. Executive You may, however, (i) engage in community, charitable charitable, and educational activities; , (ii) manage Executive’s Your personal investments; , and (iii) with the prior written consent of the Board (or a designated committee thereof)Company, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s Your obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees D. As an officer of the Company, You owe a duty of care and loyalty to the Company, as well as a duty to perform Your Duties in a manner that is in the best interests of the Company. E. You agree to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s 's employee handbook, Code of Business Conduct . Material changes to policies and Ethics and other policies set forth by the Company procedures may be made from time to timetime by the Board of Directors. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.