Common use of Management Services and Personnel Clause in Contracts

Management Services and Personnel. The Company hereby engages the Manager, and the Manager hereby agrees to provide services to the Company, on the terms and subject to the conditions set forth herein. During the Term, the Manager will perform management services for the Company (the “Services”). The Company has already hired, and will hire, persons not affiliated with the Manager to perform a variety of management services and it is agreed that it is not contemplated that the Manager will provide all management services required by the Company. The Manager will provide qualified individuals (the “Management Personnel”) to perform the Services. Initially, Axxxx Xxxxxxx (“Zeitoun”), Cxxxx Xxxxxx (“Cxxxxx”), and Exxx Xxxxxxx (“Basroon”) will serve as the Management Personnel. Axxxx Xxxxxxx will serve as the Company’s Chief Executive Officer and will be nominated as a member of the Company’s board of directors (the “Board”) at each annual meeting during the Term. As Chief Executive Officer of the Company, Zeitoun shall have such duties and responsibilities, commensurate with such position, as are assigned by the Board from time to time and shall report to the Board. Cxxxxx will initially serve as Interim Chief Financial Officer but the Manager may cause Mx. Xxxxxx to cease to serve in that position at any time. If Cxxxxx’x or Basroon’s service relationship with the Manager terminates during the Term, the Manager shall present a qualified candidate to replace such person for approval by the Company, which approval shall not be unreasonably withheld. If a replacement candidate is not approved by the Company, the Manager shall continue to present qualified replacement candidates to the Company for approval until such time as a replacement is so approved. The Services will include the Manager’s consulting with the Board and the Company’s management on business and financial matters, including without limitation, matters related to (a) new business development, creating and implementing the Company’s business plan and overseeing and supervising the Company’s operations, (b) the preparation of operating budgets and business plans, (c) the Company’s corporate and financial structure, (d) the formulation of long-term business strategies, (e) recruiting senior management, (f) financing, (g) transactions with third-parties, including mergers and acquisitions, (h) evaluating potential sale or exit opportunities, structuring and negotiating a sale of the Company, or leveraged recapitalization, (i) resolving investigations and litigation involving the Company, and (j) any other management services incidental to the forgoing or any other management or advisory services reasonably requested by the Board from time to time and to which the Manager agrees. Upon request of the Board, during the Term, the Manager shall cause any of the Management Personnel to serve as an officer and/or director of the Company’s subsidiaries or affiliates (without compensation).

Management Services and Personnel. The Company hereby engages the Manager, and the Manager hereby agrees to provide services to the Company, all on the terms and subject to the conditions set forth herein. During the Term, the Manager will perform management services for the Company such services as are customarily provided by senior management of a public company, including the services of the Chief Executive Officer (the “Services”). The Company has already hired; provided, and will hire, persons not affiliated with that unless otherwise agreed to by the Manager to perform a variety of management services and it is agreed that it is not contemplated that the Manager will provide all management services required by the Company, the Services will not include the performance of services customarily provided by a Chief Financial Officer. The Manager will provide qualified individuals (the “Management Personnel”) to perform the Services. Initially, Axxxx including Andxx Xxxxxxx (“Zeitoun”), Cxxxx Xxxxxx (“Cxxxxx”), and Exxx Xxxxxxx (“Basroon”) will serve as the Management Personnel. Axxxx Xxxxxxx who will serve as the Company’s Chief Executive Officer and will be nominated appointed as a member of the Company’s board of directors (the “Board”) at each annual meeting during the Term). As Chief Executive Officer of the Company, Zeitoun shall have such duties and responsibilities, commensurate with such position, as are assigned by the Board from time to time and shall report to the Board. Cxxxxx Initially, Zeitoun, Chrxx Xxxxxx (“Carxxx”) and Erix Xxxxxxx (“Basroon”) will initially serve as Interim Chief Financial Officer but the Manager may cause Mx. Xxxxxx to cease to serve in that position at any timeManagement Personnel. If Cxxxxx’x or Carxxx’x xx Basroon’s service relationship with the Manager terminates during the Term, the Manager shall present a qualified candidate to replace such person for approval by the Company, which approval shall not be unreasonably withheld. If a replacement candidate is not approved by the Company, the Manager shall continue to present qualified replacement candidates to the Company for approval until such time as a replacement is so approved. The Manager will be solely responsible for all compensation and benefits to be paid or provided to the Management Personnel and the Management Personnel shall not be entitled to any direct compensation or benefits from the Company (including, in the case of Zeitoun, for service on the Board). The Services will include the Manager’s consulting with the Board and the Company’s management on business and financial matters, including without limitation, matters related to (a) new business development, creating and implementing the Company’s business plan and overseeing and supervising the Company’s operations, (b) the preparation of operating budgets and business plans, (c) the Company’s corporate and financial structure, (d) the formulation of long-term business strategies, (e) recruiting senior management, (f) financing, (g) transactions with third-parties, including mergers and acquisitions, (h) evaluating potential sale or exit opportunities, structuring and negotiating a sale of the Company, or leveraged recapitalization, (i) resolving investigations and litigation litigations involving the CompanyCompany with regard to facts and circumstances arising from and after the Effective Date, and (j) any other management services incidental to the forgoing or any other management or advisory services reasonably requested by the Board from time to time and to which the Manager agrees. Upon request of the Board, during the Term, the Manager shall cause any of the Management Personnel Zeitoun to serve as an officer and/or director of the Company’s subsidiaries or affiliates (without compensation).

Management Services and Personnel. The Company hereby engages the Manager, and the Manager hereby agrees to provide services to the Company, all on the terms and subject to the conditions set forth herein. During the Term, the Manager will perform management services for the Company such services as are customarily provided by senior management of a public company, including the services of the Chief Executive Officer (the “Services”). The Company has already hired; provided, and will hire, persons not affiliated with that unless otherwise agreed to by the Manager to perform a variety of management services and it is agreed that it is not contemplated that the Manager will provide all management services required by the Company, the Services will not include the performance of services customarily provided by a Chief Financial Officer. The Manager will provide qualified individuals (the “Management Personnel”) to perform the Services. Initially, Axxxx including Xxxxx Xxxxxxx (“Zeitoun”), Cxxxx Xxxxxx (“Cxxxxx”), and Exxx Xxxxxxx (“Basroon”) will serve as the Management Personnel. Axxxx Xxxxxxx who will serve as the Company’s Chief Executive Officer and will be nominated appointed as a member of the Company’s board of directors (the “Board”) at each annual meeting during the Term). As Chief Executive Officer of the Company, Zeitoun shall have such duties and responsibilities, commensurate with such position, as are assigned by the Board from time to time and shall report to the Board. Cxxxxx Initially, Zeitoun, Xxxxx Xxxxxx (“Xxxxxx”) and Xxxx Xxxxxxx (“Basroon”) will initially serve as Interim Chief Financial Officer but the Manager may cause Mx. Xxxxxx to cease to serve in that position at any timeManagement Personnel. If Cxxxxx’x Xxxxxx’x or Basroon’s service relationship with the Manager terminates during the Term, the Manager shall present a qualified candidate to replace such person for approval by the Company, which approval shall not be unreasonably withheld. If a replacement candidate is not approved by the Company, the Manager shall continue to present qualified replacement candidates to the Company for approval until such time as a replacement is so approved. The Manager will be solely responsible for all compensation and benefits to be paid or provided to the Management Personnel and the Management Personnel shall not be entitled to any direct compensation or benefits from the Company (including, in the case of Zeitoun, for service on the Board). The Services will include the Manager’s consulting with the Board and the Company’s management on business and financial matters, including without limitation, matters related to (a) new business development, creating and implementing the Company’s business plan and overseeing and supervising the Company’s operations, (b) the preparation of operating budgets and business plans, (c) the Company’s corporate and financial structure, (d) the formulation of long-term business strategies, (e) recruiting senior management, (f) financing, (g) transactions with third-parties, including mergers and acquisitions, (h) evaluating potential sale or exit opportunities, structuring and negotiating a sale of the Company, or leveraged recapitalization, (i) resolving investigations and litigation litigations involving the CompanyCompany with regard to facts and circumstances arising from and after the Effective Date, and (j) any other management services incidental to the forgoing or any other management or advisory services reasonably requested by the Board from time to time and to which the Manager agrees. Upon request of the Board, during the Term, the Manager shall cause any of the Management Personnel Zeitoun to serve as an officer and/or director of the Company’s subsidiaries or affiliates (without compensation).