Common use of Position, Duties and Responsibilities Clause in Contracts

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (of Employment, Executive will be employed by the REIT Operator and will serve as defined in Section 2.01 below)the Chief Acquisition Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall serve have the duties, authorities and responsibilities as Chief Financial Officer are required by Executive’s position commensurate with the duties, authorities and responsibilities of Company as well as persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms of Section 3.01(G) below or absences due to illness or incapacityChief Executive Officer); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 10 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall New York, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall will be employed by the REIT Operator and will serve as the Chief Financial Executive Officer of Company as well as in such other positions or capacities as may be reasonably requested by the REIT and Chairman of the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) or ), reporting directly to the Chief Board. In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board of Directors shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the Board of Directors of, serve as an officer of, and/or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the Company as the Board of Directors may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms Board of Section 3.01(G) below or absences due to illness or incapacityDirectors); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 10 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall New York, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, Executive shall will be employed by the REIT Operator and will serve as the Co-Chief Financial Executive Officer and Co-President of Company as well as in such other positions or capacities as may be reasonably requested by the REIT, reporting directly to the board of directors (the “Board of Directors of Company (Directors” or the “Board”) or of the Chief REIT. In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the REIT as the Board may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder hereunder, and shall have no other employment (including self-employment), whether or inhibit or conflict with the business of Company and/or its affiliates: not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily or (iv) accepting directorships or similar positions, and (ii) with consent subject to approval in advance by the Board of Directors of the Board REIT, which approval shall not be unreasonably withheldwithheld (together, serve the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the board of directorsCompany’s business reputation, managersor (z) violate the Restrictive Covenants (as defined below), advisors in each case as determined by the Board. (or their equivalentd) of outside business enterprises for up to 30 hours in During the aggregate per calendar quarter (including but not limited to AngelMedTerm, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Dallas, Texas (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (of Employment, Executive will be employed by the REIT Operator and will serve as defined in Section 2.01 below)the Chief Investment Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall serve have the duties, authorities and responsibilities as Chief Financial Officer are required by Executive’s position commensurate with the duties, authorities and responsibilities of Company as well as persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms of Section 3.01(G) below or absences due to illness or incapacityChief Executive Officer); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 10 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall New York, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company the Company. The Executive shall be nominated for election as a member of the Company's Board of Directors (the “CEO”) and shall have such duties and responsibilities as are customary for"Board"), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s 's ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business 's time, attention, skill knowledge, energy and efforts exclusively 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 this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s 's duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive 's office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida 's headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as Executive’s title will be Chief Financial Officer of Company the REIT and Executive will be employed by the REIT Operator and will serve as well the Chief Financial Officer and Treasurer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms of Section 3.01(G) below or absences due to illness or incapacityChief Executive Officer); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 10 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Southfield, Michigan (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (of Employment, Executive’s title will be Chief Operating Officer of the REIT and Executive will be employed by the REIT Operator and will serve as defined in Section 2.01 below)the President and Chief Operating Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall serve have the duties, authorities and responsibilities as Chief Financial Officer are required by Executive’s position commensurate with the duties, authorities and responsibilities of Company as well as persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms of Section 3.01(G) below or absences due to illness or incapacityChief Executive Officer); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 10 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall New York, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive A. Employee shall serve as Chief Financial Officer President of the Alabama Division of The Peoples Bank & Trust Company as well as (the “Alabama Division”) or in such other positions capacity or capacities as may shall be reasonably requested mutually agreed upon in writing from time to time by Employee and Company. Employee shall report directly to the President and Chief Executive Officer of Peoples (the “Peoples CEO”) and to the Board of Directors of Company (Peoples. B. Employee’s duties shall include the “Board”) or responsibility for the Chief Executive Officer operations of Company (the “CEO”) Alabama Division consistent with Peoples’ policies as they currently exist and shall have as they may change over time and such other duties and responsibilities as are customary for, and are consistent with, such position(s) as may, may from time to time, time be assigned delegated to Employee by the Board, Peoples CEO. Employee shall perform services when and as directed by the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive the Peoples CEO and as more fully described below. Except with Employee’s prior written consent, Employee’s assigned duties shall (a) report to Company’s CEO, (b) comply not be inconsistent with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive his position. C. Employee shall devote substantially all of Executive’s his business time, attention, skill attention and efforts exclusively in the faithful performance of his duties hereunder. Employee may devote reasonable periods of time to the business serve as a director or advisor to other organizations, to charitable and affairs of Company (including its affiliates) community activities, and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingmanaging his personal investments, provided that such activities do not inhibit or prohibit materially interfere with the performance of Executive’s his duties hereunder to the Company or inhibit or conflict Peoples and are not competitive with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent interests of the Board which Company or Peoples. D. Subject to the policies, procedures and code of ethics of Peoples as in effect from time to time, the budget of the Alabama Division then in effect and all applicable laws and regulations, Employee shall not be unreasonably withheldhave exclusive authority over recruiting, serve on hiring, firing and setting compensation of all employees of the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, Alabama Division. E. Employee represents and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges warrants that he shall is not bound by any employment, consulting, non-competition, confidentiality, finders, marketing or other agreement or arrangement that would, or might reasonably be required to travel as reasonably necessary to perform Executive’s expected to, prohibit or restrict him from performing his duties hereunder, including international traveland obligations.

Position, Duties and Responsibilities. (a) During the Term Term, Service Provider will be engaged as a Service Provider by the REIT Operator and will cause Mxxxxxx Xxxxx (as defined in Section 2.01 below), Executive shall the “Executive”) to serve as Chief Financial Legal Officer and Secretary of the REIT, reporting directly to the Chief Executive Officer, and Executive’s title will be Chief Legal Officer of Company the REIT. In this capacity, Service Provider and Executive shall have the duties, authorities and responsibilities as well as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors shall designate from time to time that are not inconsistent with such position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Service Provider will cause Executive to, without additional compensation, also serve as an officer of, and/or perform such executive and legal services for, or on behalf of, such subsidiaries of the Company (the “Board”) or as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Service Provider will cause the Executive to serve the Company faithfully faithfully, diligently, and to the best of Executivehis ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s ability. interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Service Provider’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement. (d) During the Term, and Service Provider shall cause Executive to perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “Principal Location”), except for paid time off in accordance with travel to other locations as may be necessary to fulfill Service Provider’s duties and responsibilities hereunder. (e) During the terms Term, Service Provider will be an independent contractor and neither it nor Executive shall be an agent or employee of Section 3.01(G) below or absences due to illness or incapacitythe Company; however, Executive shall devote all of Executive’s business time, attention, skill personally joins this Agreement to acknowledge and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided agree that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, the services provided by Service Provider hereunder will be personally overseen by Executive and (ii) with consent Executive will be personally bound by the obligations set forth in Sections 8, 9, 10, 11 and 18 of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelthis Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, Executive shall will be employed by the REIT Operator and will serve as the Chief Financial Officer of Company as well as in such other positions the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or capacities as may be reasonably requested by the board of directors (the “Board of Directors of Company (Directors” or the “Board”) or of the Chief REIT. In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder hereunder, and shall have no other employment (including self-employment), whether or inhibit or conflict with the business of Company and/or its affiliates: not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily or (iv) accepting directorships or similar positions, and (ii) with consent subject to approval in advance by the Board of Directors of the Board REIT, which approval shall not be unreasonably withheldwithheld (together, serve the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the board of directorsCompany’s business reputation, managersor (z) violate the Restrictive Covenants (as defined below), advisors in each case as determined by the Board. (or their equivalentd) of outside business enterprises for up to 30 hours in During the aggregate per calendar quarter (including but not limited to AngelMedTerm, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Dallas, Texas (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, Executive shall will be employed by the REIT Operator and will serve as the Chairman, Co-Chief Financial Executive Officer and Co-President of Company as well as in such other positions or capacities as may be reasonably requested by the REIT, reporting directly to the board of directors (the “Board of Directors of Company (Directors” or the “Board”) or of the Chief REIT. In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the REIT as the Board may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder hereunder, and shall have no other employment (including self-employment), whether or inhibit or conflict with the business of Company and/or its affiliates: not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in primarily passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily (as contemplated by the final sentence of Section 6(d)) or (iv) accepting directorships or similar positions, and (ii) with consent subject to approval in advance by the Board of Directors of the Board REIT, which approval shall not be unreasonably withheldwithheld (together, serve the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the board of directorsCompany’s business reputation, managersor (z) violate the Restrictive Covenants (as defined below), advisors in each case as determined by the Board. (or their equivalentd) of outside business enterprises for up to 30 hours in During the aggregate per calendar quarter (including but not limited to AngelMedTerm, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Dallas, Texas (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, Executive shall will be employed by the REIT Operator and will serve as the Chief Financial Operating Officer of Company as well as in such other positions the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or capacities as may be reasonably requested by the board of directors (the “Board of Directors of Company (Directors” or the “Board”) or of the Chief REIT. In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder hereunder, and shall have no other employment (including self-employment), whether or inhibit or conflict with the business of Company and/or its affiliates: not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily or (iv) accepting directorships or similar positions, and (ii) with consent subject to approval in advance by the Board of Directors of the Board REIT, which approval shall not be unreasonably withheldwithheld (together, serve the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the board of directorsCompany’s business reputation, managersor (z) violate the Restrictive Covenants (as defined below), advisors in each case as determined by the Board. (or their equivalentd) of outside business enterprises for up to 30 hours in During the aggregate per calendar quarter (including but not limited to AngelMedTerm, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Dallas, Texas (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During (a) Commencing on the Effective Date and continuing through the end of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) and shall have such duties and responsibilities authority as are customary for, and are consistent with, such position(s) as may, shall be determined from time to time, be assigned time by the Board, which shall be consistent with the CEO and/or duties and authority of chief executive officers of public companies of similar size and type, and such other duties commensurate with the Executive’s positions, all as shall be reasonably determined by the Board. If requested, the Executive shall also (i) serve as a member of the Board (and any committees thereof) and other boards of directors of any subsidiaries of the Company and (ii) hold such corporate officer titles and positions of the Company and any of their respective nomineesits subsidiaries as may be selected by the Board, in any such case without additional compensation therefor. Executive’s employment by In connection with the foregoing, the Company shall use its commercially reasonable best efforts to cause the Executive to be full-appointed as a member of the Board as soon practicable after the Effective Date. The Executive, in carrying out his duties under this Agreement, shall report directly to the Board. During the Term of Employment, the Executive shall devote substantially all of his business time and exclusive attention to Company the performance of his duties hereunder and Executive shall (a) report use his reasonable best efforts, skills and abilities to Company’s CEO, promote its interests. (b) comply Nothing herein shall preclude the Executive from (i) serving on the boards of directors (or advisory committees) of a reasonable number of other corporations or entities with Company’s policies the express written consent of the Board (which consent shall not be unreasonably withheld), only one of which may be a public company, (ii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engaging in a reasonable number of charitable activities and procedures in place from time to timecommunity affairs, and (civ) serve Company faithfully managing his personal investments and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingaffairs, provided that such activities set forth in this Section 3(b) do not inhibit conflict or prohibit the performance of Executive’s duties hereunder or inhibit or conflict materially interfere with the business effective discharge of Company and/or its affiliates: (ihis duties and responsibilities under Section 3(a) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelabove.

Position, Duties and Responsibilities. During The Company shall employ the Term (Executive during the Employment Period as defined in Section 2.01 below)its Chief Financial Officer, Executive Vice President, Finance, reporting to the Chief Executive Officer, and the Executive shall serve as Chief Financial Officer in the same capacity for Merisant Worldwide, Inc., Merisant US, Inc., Whole Earth Sweetener Company LLC and Merisant Foreign Holdings I, Inc. for no additional compensation. During the Employment Period, the Executive shall perform the duties assigned to her hereunder faithfully, with the utmost loyalty, to the best of her abilities and in the best interests of the Company; shall devote her full business time, attention and effort to the affairs of the Company; and shall not engage in any other business activities (whether or not for gain, profit, or other pecuniary advantage) or any other actions which she knows or reasonably should know could harm the business or reputation of the Company as well as or any of its affiliates or other related entities. Subject to the powers, authority and responsibilities vested in such other positions or capacities as may be reasonably requested by the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer and in duly constituted committees of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any Executive shall have the authority and responsibility to direct the management and operation of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to the Company and shall also perform such other duties on behalf of the Company and its affiliates and other related entities, consistent with her title and duties above, as the Board or Chief Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place Officer may from time to timetime authorize or direct; provided, the Executive may engage in activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, and (c) serve Company faithfully and management of personal investments, to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such other activities do not inhibit or prohibit interfere with the performance of Executive’s duties hereunder or inhibit under this Agreement, or conflict with the business Code of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic Business Conduct and similar types of activities and manage Executive’s personal investments, and (ii) with consent Ethics of the Board which shall not be unreasonably withheldCompany or violate the terms of any of the covenants provided in Section 5 hereof. Notwithstanding the forgoing, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in Company agrees that the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required permitted to spend continue to serve as a director on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges boards of directors of Franklin Electric and Integrys Energy Group to the extent that he shall be required to travel as reasonably necessary to perform such directorships do not interfere with the performance of Executive’s duties hereunderunder this Agreement, including international travelor conflict with the Code of Business Conduct and Ethics of the Company or violate the terms of any of the covenants provided in Section 5 hereof.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below)Term, Executive shall serve as Chief Financial Officer the President of the Company, and shall be responsible for the duties attendant to such office, which duties will be generally consistent with his position as an executive officer of the Company as well as in and which will generally utilize his experience with the Company prior to the date hereof, and such other positions managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions as may be reasonably requested assigned by the Board of Directors of the Company (the “"Board”") or and agreed to by Executive. Executive will report directly to the Chairman of the Board and the Board and, while the Company is a subsidiary of Waxman Industries, Inc. ("Waxman"), to the Co-Chairman of the Board and Co-Chief Executive Officer Officers of Waxman. The Company intends that Executive will continue to be elected to and serve as a member of the Board. Executive shall also serve as an officer and/or member of the Board of Directors of any subsidiary or affiliate of the Company, if the Board should so request. Executive's duties shall be performed principally at the Company's executive offices which are located in the Cleveland Metropolitan Area (the “CEO”) and shall have such duties and responsibilities as are customary fordefined below), and are consistent withExecutive shall not be required to perform duties which would necessitate changing his present residence, such position(s) as may, from time to time, be assigned by the Boardunless Executive otherwise agrees in writing. For purposes of this Agreement, the CEO and/or term "Cleveland Metropolitan Area" shall encompass the City of Cleveland and the territory within fifty miles from that city in any direction. The Company will promptly pay (or reimburse Executive for) all reasonable moving expenses incurred by Executive relating to a change of their respective nomineesExecutive's residences in connection with any such relocation to which Executive has consented. In connection with any such change of residences, the Company shall, at the request of Executive’s employment by Company shall , purchase from Executive the residence which he is required to vacate; provided, however, that such request must be made within six months of his commencement of full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month employment at the Company’s corporate offices in either Florida or Israel including travel's relocated executive offices. The purchase price of such residence shall be the average of the appraisals rendered by two appraisers retained by the Company, one of whom shall be selected by Executive. Executive acknowledges that and agrees that, in connection with his employment hereunder, he shall may be required to travel as reasonably necessary on behalf of the Company. To the extent that any Executive relocation benefit program maintained by the Company, in which Executive is entitled to perform Executive’s duties hereunderparticipate, including international travelis more favorable to Executive than the provisions of this Agreement with respect to relocation, Executive shall be entitled to such additional relocation benefits.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as Chief Financial Officer the President of Company as well as in such other positions or capacities as may be reasonably requested by Hospitality for the Board of Directors of Company (Company, reporting to the “Board”) or the Xxxx Xxxxxxx, Chief Executive Officer of the Company (the “CEO”) ), and shall have perform such lawful duties consistent with his title and responsibilities position as are customary for, and are consistent with, such position(s) as may, specified from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with CompanyDuring the Term of Employment, Executive shall perform Executive’s policies and procedures in place from time to time, and (c) serve Company duties faithfully and to the best of Executive’s ability. During the Term, abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use Executive’s best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, and other employment- related policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (c) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may do the following, provided that engage in such activities so long as such activities do not inhibit or prohibit interfere with the proper performance of Executive’s duties and responsibilities hereunder or inhibit or and/or otherwise conflict with any of the business Policies of the Company and/or its affiliates: or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (iwhether as an employee, consultant, or otherwise) engage in charitable, educational, religious, civic and similar types of activities and manage with any other Person (as defined below). (d) Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive services hereunder shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate principal offices located in either Florida Xxxxx County, Nevada or Israel including travel. such other location as serves as Executive’s primary office; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (e) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions Executive then holds with the Company and any of its Subsidiaries and Affiliates, including international travelmembership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or “person” 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, in each case, whether or not for profit.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall be employed as the President and Chief Executive Officer of the Company and shall have such duties, responsibilities and authority as shall be reasonably determined from time to time by the Board. The Executive shall also serve as Chief Financial Officer a member of the Board without additional compensation therefor. Further, the Executive shall (i) serve on such committees of the Board, (ii) serve on such boards of directors of subsidiaries of the Company as well as in and/or (iii) hold such other corporate officer titles and positions or capacities of the Company and of its subsidiaries, as may be reasonably requested by the Board in its sole discretion, in any such case without additional compensation therefor. The Executive, in carrying out his duties under this Agreement, shall report directly to the Board. During the Term of Directors Employment, the Executive shall devote substantially all of Company (his business time and attention to the “Board”) or the Chief Executive Officer performance of Company (the “CEO”) his duties hereunder and shall have such duties use his reasonable best efforts, skills and responsibilities as are customary for, and are consistent with, such position(s) as may, from time abilities to time, be assigned by promote the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, interests. (b) comply Nothing herein shall preclude the Executive from (i) continuing to serve as a director and advisor on the boards of directors set forth on Schedule I hereto, (ii) serving on up to one other board of directors (or advisory committee) of a corporation or entity with Company’s policies the prior express written consent of the Board (which consent will not be unreasonably withheld), (iii) serving on the boards of a reasonable number of trade associations and/or charitable organizations, (iv) engaging in a reasonable number of charitable activities and procedures in place from time to timecommunity affairs, and (cv) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business managing his personal investments and affairs of Company (including its affiliates) and the promotion those of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followinghis immediate family), provided that such activities set forth in this Section 3(b) do not inhibit conflict or prohibit the performance of Executive’s duties hereunder or inhibit or conflict materially interfere with the business effective discharge of Company and/or its affiliates: (ihis duties and responsibilities under Section 3(a) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelabove.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, the Executive shall serve as Chief Financial Officer as______ of the Company as well as or in such other position or positions or capacities with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as may be reasonably requested by the Board board of Directors directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) may specify from time to time and shall have such duties the duties, responsibilities and responsibilities obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, or with the CEO and/or any of their respective nominees. ExecutiveBoard’s employment authorization, by Company shall be full-time and exclusive to Company and Executive shall (a) report to the Company’s CEOChief Executive Officer. The Executive will be based in______, _______or any other location as requested by the Company during the Term. (b) comply The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entities of the Company (collectively, the “Group”) and as a member of any committees of the board of directors of any such entity; provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director of any member of the Group. (c) The Executive agrees to devote all of his/her working time and efforts to the performance of his/her duties for the Company and to faithfully and diligently serve the Company in accordance with Company’s this Agreement and the guidelines, policies and procedures in place of the Company approved from time to time, and time by the Board. (cd) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance Except with the terms prior written approval of Section 3.01(G) below or absences due to illness or incapacitythe Company, the Executive shall devote all not render commercial or professional services of Executive’s business timeany nature to any person or organization, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) whether or not for compensation; and the promotion of its interests. Notwithstanding anything contained herein to the contraryExecutive will not directly or indirectly engage, Executive may do the followingparticipate, provided invest, finance or otherwise assist in any business activity that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict is potentially competitive in any manner with the business of the Company and/or its affiliates: (i) engage or any affiliated entities or any business activity that may cause the Executive to be in charitableconflict of interest with the Company or any affiliated entities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall whether or not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelprofit.

Position, Duties and Responsibilities. During (a) Commencing on the Term (Effective Date, the Executive was employed as defined in Section 2.01 below)the Chairman, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer of the Company (and the “CEO”) Executive has been assigned and shall have be assigned such duties and responsibilities as are customary for, reasonably consistent with such positions and are consistent with, such position(s) other duties and responsibilities as may, the Board from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, deems appropriate. (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Employment Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs interest of the Company in performing his duties and responsibilities under this Agreement, and to that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board in each case, except with regard to directorships of the corporations set forth on Schedule 3(b) as attached hereto and/or any subsidiary thereof; provided, that during business hours the Executive shall not devote more than 12 days per calendar year to such positions (including its affiliatessubject to the occurrence of any extraordinary corporate event that may require, as a matter of fiduciary duty, the devotion of more time, such as an unsolicited takeover bid for a public company) and that such positions do not materially interfere with the promotion proper performance of its interests. the Executive’s duties and responsibilities as set forth in Section 3. (c) Notwithstanding anything contained herein in Section 3(b) to the contrary, nothing herein shall preclude the Executive may do from (i) serving on the followingboards of directors of a reasonable number of trade associations and/or charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided, that such activities do not inhibit or prohibit materially interfere with the proper performance of his duties and responsibilities as set forth in Section 3. (d) The Executive’s , in carrying out his duties hereunder or inhibit or conflict with and responsibilities under this Agreement, shall report directly to the business Board. (e) In the event of Company and/or its affiliates: (i) engage in charitablea termination of employment of the Executive for any reason, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent the Executive shall immediately resign as a member of the Board which shall not be unreasonably withheld, serve on and as a member of each of the board boards of directors, managers, advisors (or their equivalent) directors of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Affiliates upon which the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunderserves, including international travelunless the Board determines otherwise.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, the Executive shall serve as Chief Financial Officer of the Company as well as in such other positions or capacities as may be reasonably requested by its Chief Executive Officer and shall report to the Board of Directors of Company the Parent (the “Parent Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability). During the Term, the Executive shall be employed by the Company on a full-time basis and except shall perform the duties and responsibilities of his position. (b) The Executive is currently in the role of Chairman of the Parent Board and the Company, and shall continue to serve as a member of the Parent Board and the Company. The Parent shall propose to the shareholders of the Parent Board at each appropriate annual meeting of such shareholders during Executive’s employment the reelection of the Executive as a director of the Parent Board, provided that the Executive is otherwise eligible for paid time off in accordance with such election. (c) In addition, and without further compensation, the terms Executive shall serve as a director and/or officer of Section 3.01(Gone or more of the Company’s Affiliates if so elected or appointed from time-to-time. (d) below or absences due to illness or incapacityDuring the Term, the Executive shall devote all his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except such activities as shall not interfere with the performance of his duties to the Company. Notwithstanding the foregoing, the Executive shall be entitled to attend to personal and family affairs and investments, be involved in not-for-profit, charitable and professional activities and serve on up to two (2) for-profit boards, provided that the foregoing does not, individually or in the aggregate, materially interfere with Executive’s responsibilities under this Agreement. (e) Immediately upon termination of Executive’s business time, attention, skill and efforts exclusively to employment with the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contraryfor any reason, Executive may do the followingwill be deemed to resign any and all positions held by him, provided that such activities do not inhibit whether as an officer or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent director of the Board which shall not be unreasonably withheldCompany, serve on the board Parent or any Affiliate of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida , or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travela member of any committees thereof.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, the Executive shall be employed by the Company and shall serve as Chief Financial Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the Board Senior Vice President of Directors of Company (the “Board”) or the Chief Business Development. The Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary forincident to, and are consistent or reasonably requested in connection with, such position(spositions, as well as such other comparable duties and responsibilities as may be agreed upon by him and the Chief Executive Officer of Digi and/or Digi's Board of Directors ("Digi's BOD"). The Executive shall report to the Chief Executive Officer of Digi. (b) During the Term, the Executive shall serve the Company faithfully, diligently and to the best of the Executive's ability, and shall devote substantially all of his business time and efforts to such service. The Executive also shall not engage in any other business activity without the written consent of the Chief Executive Officer of Digi, except that the Executive may (i) carry on charitable, civic, or other not-for-profit activities or (ii) manage his personal investments, provided that none such activities conflict with the Executive's duties under this Agreement and the Non-Disclosure, Proprietary Rights and Non-Solicitation Agreement entered into between the Executive and the Company dated May 2, 2000 (the "Nondisclosure Agreement"). If the Executive shall be elected to other offices of the Company, Digi or any of their affiliates, and if the Executive shall in his sole discretion accept in writing the election to such offices, he shall serve in such positions without further compensation than provided for in this Agreement. Notwithstanding the foregoing, the Executive agrees to serve as maya director of Digi without compensation (other than reimbursement for expenses in connection with attendance at meetings in accordance with Digi's policies) until such time as the Executive shall become an Outside Director of Digi (as defined in Digi's 2000 Omnibus Stock Plan), at which time he will be entitled to receive compensation from Digi as an Outside Director generally applicable to other Outside Directors. The Executive shall perform his services under this Agreement primarily from his home office and at such locations as may be required by the Company from time to time, be assigned by but the BoardCompany will not require the Executive to permanently relocate to an office more than 50 miles from the Company's Waltham, the CEO and/or any of their respective nomineesMassachusetts, office. Executive’s employment by The Company shall be full-time and exclusive pay or reimburse the Executive for all reasonable business expenses associated with maintaining his home office. (c) The Executive agrees to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s the policies and procedures in place of the Company applicable to its U.S. employees generally from time to timetime that are in force (which may be amended, and revised or supplemented at any time in the Company's and/or the Company's Board of Directors' (c"Company's BOD") serve Company faithfully and sole discretion), provided, however, that to the best of Executive’s ability. During the Term, and except for paid time off in accordance with extent there is a conflict between the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) this Agreement and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic policies and similar types of activities and manage Executive’s personal investments, and (ii) with consent procedures of the Board which Company, the terms of this Agreement shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelgovern unless otherwise specified herein.

Position, Duties and Responsibilities. a) During the Term (as defined in Section 2.01 below)Term, the Executive shall be employed by the Company and shall serve as Chief Financial Officer of the Company as well as in such other positions or capacities as may be reasonably requested by its Chairman of the Board of Directors of Company (the “Board”"Chairman") or the and Chief Executive Officer of Company (the “"CEO”) and "). The Executive shall have such duties and responsibilities as are customary forincident to, and are consistent or reasonably requested in connection with, such position(spositions, as well as such other comparable duties and responsibilities as may be assigned to him by the Company and/or the Company's Board of Directors ("BOD"). The Executive shall report to the BOD or to such comparable or higher level of authority and responsibility within the Company as the BOD may reasonably determine. b) During the Term, the Executive shall serve the Company faithfully, diligently and to the best of the Executive's ability, and shall devote substantially all of his business time and efforts to such service. The Executive also shall not engage in any other business activity without the written consent of the Company, except that the Executive may (i) carry on charitable, civic, or other not-for-profit activities or (ii) manage his personal investments, provided that none such activities conflict with the Executive's duties under this Agreement and the Non-Disclosure, Proprietary Rights and Non-Solicitation Agreement dated May 2, 2000 (the "Nondisclosure Agreement"). If the Executive shall be elected to other offices of the Company or any of its affiliates, and if the Executive shall in his sole discretion accept in writing the election to such offices, he shall serve in such positions without further compensation than provided for in this Agreement. The Executive shall perform his services under this Agreement at such locations as may, may be required by the Company from time to time, be assigned by but the BoardCompany will not require the Executive to permanently relocate to an office more than 50 miles from the Company's Waltham, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive Massachusetts office. c) The Executive agrees to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s the policies and procedures in place of the Company applicable to its U.S. employees generally from time to timetime that are in force (which may be amended, and (c) serve Company faithfully and revised or supplemented at any time in the Company's and/or the BOD's sole discretion), provided, however, that to the best of Executive’s ability. During the Term, and except for paid time off in accordance with extent there is a conflict between the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) this Agreement and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic policies and similar types of activities and manage Executive’s personal investments, and (ii) with consent procedures of the Board which Company, the terms of this Agreement shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelgovern unless otherwise specified herein.

Position, Duties and Responsibilities. During the Term (Term, the Banks will employ Executive, and Executive agrees to be employed by the Banks, as defined in Section 2.01 below)each Bank's President and Chief Risk Officer, and will also serve as the Chief Credit Officer of Professional Business Bank. In such capacity, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall will have such duties and responsibilities as are customary for, normally associated with this position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to Company’s CEOthe Banks' Chief Executive Officer (currently, (b) comply with Company’s policies and procedures in place from time to timeXxxxxxx Xxxxxxxxx), and (c) serve Company faithfully and to the best of Executive’s abilityor such individual's designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Banks, to the performance of Executive's duties under this Agreement and to the promotion of its the Banks' interests. Notwithstanding anything contained herein the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business Term, Executive shall perform the services required by this Agreement at Professional Business Bank's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 110, Pasadena, CA 91101. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's reasonable request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall 's compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not limited to AngelMed, GenPro, and eNeura). be diminished or reduced in any manner as a result of such termination for so long as Executive shall be required to spend on average eight days per month at otherwise remains employed under the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelterms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall will be employed by the REIT Operator and will serve as the Executive Vice President and Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or REIT, reporting directly to the Chief Executive Officer of Company (the “CEO”) and REIT. In this capacity, Executive shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer of the REIT shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited liability company agreement of the Operating Company, and the limited liability company agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries of the REIT as the Chief Executive Officer of the REIT may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with hereunder, and shall have no other employment (unless approved by the business Chief Executive Officer of Company and/or its affiliates: the REIT); provided, that, nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily or (iv) accepting directorships or similar positions, and (ii) with consent subject to approval in advance by the Board of Directors of the REIT (the “Board of Directors” or the “Board”), which approval shall not be unreasonably withheldwithheld (together, serve on the board of directors“Personal Activities”), managersin each case so long as the Personal Activities do not unreasonably interfere, advisors (individually or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter aggregate, with the performance of Executive’s duties to the Company under this Agreement or violate the restrictive covenants set forth in Section 6 of this Agreement. (including but not limited to AngelMedd) During the Term of Employment, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Rochester, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined Executive Vice President and General Counsel under the terms and conditions contained herein. Executive shall report directly to the Company’s President and Chief Executive Officer. Executive's employment with the Company is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 2.01 below)8 hereof, the Company or Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by have the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. During (a) Commencing on the Term (as defined in Section 2.01 below)Effective Date and continuing for the first three years of the Employment Period, the Executive shall serve be employed as Chief Financial Officer the Chairman of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the , President and Chief Executive Officer of the Company (and be responsible for the “CEO”) general management of the affairs of the Company. During the remainder of the Employment Period, the Executive shall be employed as the non-executive Chairman of the Board of the Company and shall have such duties and responsibilities for the management of the Company as are customary for, and are consistent with, such position(s) as may, shall be assigned to him from time to time, be assigned time by the Board, Board of Directors of the CEO and/or any of their respective nominees. Executive’s employment Company; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by Company shall be fulla part-time and exclusive to Company and senior executive of a major corporation. The Executive has heretofore been elected as a member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s abilityBoard. During the Initial Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his full business time, attention, skill time and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein During the remainder of the Term of Employment, the Executive shall devote one-half of his business time and attention to the contrarybusiness and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. (b) Nothing herein shall preclude the Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: from (i) engage in charitable, educational, religious, civic and similar types serving on the boards of activities and manage Executive’s personal investments, and (ii) with consent directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld, serve (ii) serving, to the extent consistent with past practice, on the board boards of directorsa reasonable number of educational and/or charitable organizations, managers, advisors (or their equivalentiii) of outside business enterprises for up to 30 hours engaging in the aggregate per calendar quarter (including but not limited to AngelMed, GenProcharitable activities and community affairs, and eNeura(iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not materially interfere with the proper performance of his duties and responsibilities under Section 3(a). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the CHIEF EXECUTIVE OFFICER & PRESIDENT of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Board of Directors of the Company (the “"Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees"). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company and to promoting its best interests. The Executive acknowledges and agrees that although his duties shall be performed from the Company's offices in the Atlanta, Georgia metropolitan area or at such other places as shall be necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel from time to time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive's sole employer. (b) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (including the "Company Policies") do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its affiliatessole discretion, with or without notice. (c) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, the terms of this Agreement shall prevail. (d) For up to a one (1) year period following any termination of the Executive's employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the promotion orderly transfer of its interestswork to other employees of the Company. Notwithstanding anything contained herein The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the contrary, Executive may do the following, provided that such activities do not inhibit Executive's acts or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at omissions while employed by the Company’s corporate offices . The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelconnection with such cooperation.

Position, Duties and Responsibilities. During (a) Subject to Section 7(g) of this Agreement, during the Term (as defined in Section 2.01 below)Employment Period, Executive Employee shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer of the Company (together with such other position or positions consistent with such title as the “CEO”) and Board shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, specify from time to time); provided that if the Company hires and/or enters into an employment agreement with Xxxxxx X. Xxxx, be assigned by Xx. or any other executive who serves as President and Chief Operating Officer of the BoardCompany, Employee shall resign his position as President. Employee agrees to serve as acting Chief Financial Officer and acting Chief Compliance Officer until the CEO and/or Company retains employees for such positions. Employee also agrees to serve as an officer of any Subsidiary of their respective nominees. Executive’s employment by the Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, without additional compensation. (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive Employee shall devote all of Executive’s his full business time, attention, and skill and efforts exclusively to the performance of his duties under this Agreement and shall not engage in any other business and affairs of Company (including its affiliates) and or occupation during the promotion of its interestsEmployment Period. Notwithstanding anything contained the foregoing, nothing herein to the contraryshall preclude Employee from (i) (a) working for The Concorde Group, Executive may do the followingInc. ("Concorde"), DBL Holdings, LLC and other Concorde Subsidiaries and Affiliates, provided that such activities do work does not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict compete with the business and business opportunities of the Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (iib) with consent serving as a member of the Board board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses (with the prior written approval of the Board, which approval shall not be unreasonably withheld, serve on ) or the board of directorsdirectors or advisory boards of charitable organizations; (ii) engaging in charitable activities and community affairs, managersand (iii) managing his personal investments provided that such investments are passive investments in businesses not competitive with the business of the Company and such activities are consistent with Section 8(b); provided, advisors however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to interfere, individually or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMedaggregate, GenPro, with the performance of his duties and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall be employed and serve as Chief Financial Officer the Executive Vice President, Human Resources of the Company as well as in (or such other position or positions or capacities as may be reasonably requested agreed upon in writing by the Executive and the Company) and be responsible for the Company's human resources functions, as directed by the Board of Directors of Company (the “Board”) or and/or the Chief Executive Officer of Company ("CEO") consistent with such position. The Executive shall report directly to the “CEO”) and . The Executive shall have all authority commensurate with such position. The Executive shall devote substantially all of his business time, attention and skill to the performance of such duties and responsibilities as are customary forresponsibilities, and are consistent withshall use his best efforts to promote the interests of the Company. However, such position(s) as maythe Executive shall be permitted to complete reasonable transition services for his former employer. The Executive shall not, without the prior written approval of the Board, engage in any other business activity which is in violation of policies established from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with Company’s policies Anything herein to the contrary notwithstanding, nothing shall preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations (subject to the reasonable approval of the Board), (ii) engaging in charitable activities and procedures in place from time to timecommunity affairs, and (ciii) serve Company faithfully managing his personal investments and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingaffairs, provided that such activities do not inhibit or prohibit materially interfere with the proper performance of Executive’s his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent responsibilities as an executive officer of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors Company. (or their equivalentc) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). The Executive shall be required to spend on average eight days per month perform his services hereunder primarily at the Company’s corporate offices 's headquarters. To that end, the Company shall provide the Executive with office space and staff at its headquarters in either Florida or Israel including travel. Executive acknowledges Troy, Michigan that he shall be required to travel as reasonably necessary to perform Executive’s are commensurate with his duties hereunder, including international travel.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and General Counsel under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of Executive’s duties hereunder his or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s her duties hereunder, including international travel.

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as Chief Financial Officer the Chairman of Company as well as in such other positions or capacities as may be reasonably requested by the Board of the Company. The Executive shall be a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively 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 this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxxx Xxxx Xx., Xxxxxxxx, Xxx Xxxx 00000, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer of Company (SoCal and the “CEO”) President and shall Chief Executive Officer of P138. In such employment capacity, Executive will have such duties and responsibilities as are customary for, noimally associated with such position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to Company’s CEO, SoCal's Executive Chairman of the Board (bcurrently Xxxx X. Xxxx) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s abilityor his designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacityas set forth on Schedule 1, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Company, to the performance of Executive's duties under this Agreement and to the promotion of its the Company's interests. Notwithstanding anything contained herein the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travelhereunder. Executive acknowledges that he Executive's services as President and Chief Executive Officer of the Company shall constitute Executive's principal business activity. During the Term, the geographic location where Executive's primary office will be required located will be in the Company's principal offices located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101, but Executive may also work from any location Executive chooses. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive's compensation will not be increased beyond that specified in this Agreement. In addition, in the event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as reasonably necessary to perform Executive’s duties hereunderspecified in this Agreement, including international travelwill not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (of Employment, Executive will be employed full time by REIT Operator and will serve as defined in Section 2.01 below)the President and Chief Investment Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall serve have the duties, authorities and responsibilities as Chief Financial Officer are required by Executive’s position commensurate with the duties, authorities and responsibilities of Company as well as persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by the Board of Directors of Company (the “Board”) or assigned to Executive as the Chief Executive Officer shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT and the limited liability company agreements of the Operating Company and the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the “CEO”) Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and shall have such duties and responsibilities as are customary consulting services for, or on behalf of, the REIT and are consistent with, such position(s) Subsidiaries of the REIT as the Chief Executive Officer may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and reasonably request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms Board of Section 3.01(G) below or absences due to illness or incapacityDirectors of the REIT (the “Board”)); provided, Executive shall devote all of Executive’s business timehowever, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything that nothing contained herein to shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the contraryCompany’s interests, Executive may do (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family or (iv) accepting directorships or similar positions (together, the following“Personal Activities”), provided that such activities in each case so long as the Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit the restrictive covenants set forth in Section 9 of this Agreement. For the avoidance of doubt, participation in any active manner, whether or conflict not during work hours, in a Jxxxxxxx Family Business described in Section 9, including, without limitation, sourcing, modeling, underwriting, and seeking financing for or with respect to any self-storage facility, during the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent Term of the Board which Employment shall not be unreasonably withhelda permitted Personal Activity. (d) During the Term of Employment, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall perform the services required by this Agreement in Philadelphia, Pennsylvania (the “Principal Location”), except for travel to other locations as may be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. 3.1. During the Term (as defined in Section 2.01 below)Term, Executive shall serve as the Chief Financial Finance Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Company. Executive shall report solely and directly to the Company’s Chief Executive Officer (“CEO”), Board of Directors of Company (the “Board”) or and the Chief Executive Officer Chairman of Company the Board (the “CEOChairman”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability). During the Term, Executive shall have such responsibilities, duties and except for paid time off authorities as commensurate with persons in accordance with similar capacities in similarly sized and situated companies and such other duties and responsibilities as the terms CEO, Board and/or the Chairman shall designate. 3.2. In the performance of Section 3.01(G) below all of his responsibilities hereunder, Executive shall be subject to all of the Company's policies, rules, and regulations. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the CEO, Board, the Chairman, any executive committee of the Board, or absences due to illness or incapacitysenior management of the Company. 3.3. During the Term unless otherwise agreed by the CEO, Board and/or Chairman, Executive shall devote all of Executive’s business timehis full attention and expend his best efforts, attentionenergies, skill and efforts exclusively skills on a full-time basis, to the business of the Company and affairs of any corporation controlled by the Company (including its affiliates) and the promotion of its interestseach, a "Subsidiary"). Notwithstanding anything contained herein to the contrary, The Company acknowledges that Executive may do from time to time be engaged in other business activities separate from and outside the following, provided scope of the business of the Company. The Company agrees that the devotion of reasonable amounts of time to such other business activities will not violate the terms of this Agreement on the conditions that (i) such activities are not corporate opportunities of the Company; and (ii) such activities do not inhibit or prohibit materially interfere with the performance of Executive’s 's duties hereunder or inhibit or conflict with hereunder. For purposes of this Agreement, the business of term the "Company" shall mean the Company and/or its affiliates: and all Subsidiaries. Without violating this Agreement, Executive may (i) engage serve in charitableany capacity with any professional, educationalcommunity, religiousindustry, civic and similar types of activities and manage Executive’s personal investmentscivic, and educational or charitable organization, (ii) serve as a member of corporate boards of directors on which Executive currently serves and, with the consent of the Board (which consent shall not be unreasonably withheldwithheld or delayed), serve other corporate boards of directors and (iii) manage his and his family's personal investments and legal affairs so long as such activities do not materially interfere with the discharge of Executive's duties, constitute a corporate opportunity of the Company or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Board, conflict with Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Board. Service on the board boards of directors, managers, advisors (directors or their equivalent) advisory boards disclosed by Executive to the Company on which he is serving as of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura)Effective Date are hereby approved. 3.5. Executive shall be required agrees to spend on average eight days per month at serve without additional compensation as an officer and director of any of the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges subsidiaries, affiliates, and joint venture entities and agrees that he shall any amounts received from such corporation may be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international traveloffset against the amounts due under this Agreement.

Position, Duties and Responsibilities. During (a) Commencing on the Term Effective Date, the Executive shall be employed as President, Medical/Surgical, Business Unit & International Sales of the Company (as defined in Section 2.01 below"President, Medical/Surgical"), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary forreasonably consistent with the position of President, Medical/Surgical and such other duties and responsibilities reasonably consistent with such position as shall be assigned to him from time to time by the Chief Operating Officer of the Company or any other officer designated by the Board of Directors or the Chief Executive Officer. (b) During the Term of Employment, the Executive shall devote his entire business time, attention and energies to the business and interest of the Company and in performing his duties and responsibilities under this Agreement, subject to usual vacation periods and personal and sick leave in accordance with this Agreement and the Company's policies, and are consistent withto that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board in each case; PROVIDED, that notwithstanding any such approval, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance do not materially interfere with the terms proper performance of the Executive's duties and responsibilities set forth in Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. 3 hereof Notwithstanding anything contained herein in this Section 3(b) to the contrary, nothing herein shall preclude the Executive may do from (i) serving on the followingboards of directors of a reasonable number of trade associations and/or charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, PROVIDED, that such activities do not inhibit or prohibit materially interfere with the proper performance of his duties and responsibilities set forth in Section 3 hereof. (c) The Executive’s , in carrying out his duties hereunder or inhibit or conflict with and responsibilities under this Agreement, shall report directly to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent Chief Operating Officer of the Board which shall not be unreasonably withheldCompany. (d) In the event of a termination of employment of the Executive for any reason, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at immediately resign as a member of each of the boards of directors of the Company’s corporate offices in either Florida or Israel including travel. 's Affiliates upon which the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelserves (if any).

Position, Duties and Responsibilities. During (a) Commencing on the Term (as defined in Section 2.01 below)Effective Date, Executive shall serve be employed as the Chief Financial Operating Officer of the Company as well as in such other positions or capacities as may be reasonably requested by ("COO"). (b) Conditioned upon his continued employment and the satisfaction of the Board of Directors of Company (with Executive's performance and development, the “Board”) or Board shall appoint Executive as the Chief Executive Officer ("CEO") of the Company on a date that is no later than 30 months after the Effective Date, such appointment to be effective no later than six (6) months following the date of the Board's action. If he is employed by the Company as of such date, but the Board has not voted to appoint Executive to be CEO on or before the date that is 30 months from the Effective Date, Executive may terminate this Agreement and be entitled to the same benefits due to him as a result of a voluntary termination with Good Reason, as described in Section 10(d) of this Agreement. Upon his appointment as CEO, in addition to his duties as COO, Executive shall assume responsibility for the operational responsibilities of the outgoing chief executive officer, except that for a period of twelve (12) months following such appointment the Company's financial and legal functions shall continue to report directly to the outgoing chief executive officer in his capacity as Chairman of the Board (the “CEO”"Chairman"), thereafter the Chairman shall transfer such direct line reporting responsibility for these functions to the Executive. (c) The Executive, in carrying out his duties under this Agreement, shall report to the then current chief executive officer of the Company and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, until such time as he is appointed CEO. Thereafter, Executive shall report directly to the CEO and/or Board. (d) In the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to the Board of the Company and each of its subsidiaries. (e) The parties understand and agree that if the Executive shall (a) report to Company’s is appointed CEO, (b) comply with Company’s policies the Executive and procedures in place from time to timethe Company will negotiate and enter into a new Agreement, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due this Agreement with respect to illness or incapacitycompensation, Executive stock options and benefits will no longer be controlling; provided that, without limiting in any way the foregoing provision, the parties agree that the negotiations contemplated herein shall devote all of Executive’s business time, attention, skill and efforts exclusively to specifically include negotiation over the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent last clause of the Board which shall not be unreasonably withheld, serve on the board last sentence of directors, managers, advisors (or their equivalentSection 3(b) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunderabove, including international travelthe scope and duration of the provision contained therein.

Position, Duties and Responsibilities. (a) During the Term Term, Service Provider will be engaged as a Service Provider by the REIT Operator and will cause Mixxxxx Xxxxx (as defined in Section 2.01 below), Executive shall the “Executive”) to serve as Chief Financial Legal Officer and Secretary of the REIT, reporting directly to the Chief Executive Officer, and Executive’s title will be Chief Legal Officer of Company the REIT. In this capacity, Service Provider and Executive shall have the duties, authorities and responsibilities as well as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors shall designate from time to time that are not inconsistent with such position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term, Service Provider will cause Executive to, without additional compensation, also serve as an officer of, and/or perform such executive and legal services for, or on behalf of, such subsidiaries of the Company (the “Board”) or as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term, Service Provider will cause the Executive to serve the Company faithfully faithfully, diligently, and to the best of Executivehis ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s ability. interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Service Provider’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement. (d) During the Term, and Service Provider shall cause Executive to perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “Principal Location”), except for paid time off in accordance with travel to other locations as may be necessary to fulfill Service Provider’s duties and responsibilities hereunder. (e) During the terms Term, Service Provider will be an independent contractor and neither it nor Executive shall be an agent or employee of Section 3.01(G) below or absences due to illness or incapacitythe Company; however, Executive shall devote all of Executive’s business time, attention, skill personally joins this Agreement to acknowledge and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided agree that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, the services provided by Service Provider hereunder will be personally overseen by Executive and (ii) with consent Executive will be personally bound by the obligations set forth in Sections 8, 9, 10, 11 and 18 of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelthis Agreement.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed by the Company, as defined in Section 2.01 below)its Chief Financial Officer. In such capacity, Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall will have such duties and responsibilities as are customary for, normally associated with this position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to the Company’s CEO's Chief Executive Officer (currently, (b) comply with Company’s policies and procedures in place from time to timeXxxxxx Xxxxx), and (c) serve Company faithfully and to the best of Executive’s abilityor such individual's designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) the Company, to the performance of Executive's duties under this Agreement and to the promotion of its the Company's interests. Notwithstanding anything contained herein the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive's ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive's performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business Term, Executive shall perform the services required by this Agreement at the Company's principal place of business, currently located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company's business. At the Company's request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall 's compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but event Executive's service in one or more of such additional capacities is terminated, Executive's compensation, as specified in this Agreement, will not limited to AngelMed, GenPro, and eNeura). be diminished or reduced in any manner as a result of such termination for so long as Executive shall be required to spend on average eight days per month at otherwise remains employed under the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelterms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company, reporting to the Chairman, President & Chief Executive Officer of the Company as well as in or such other positions or capacities as may be reasonably requested party designated by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) ), and shall have perform such lawful duties and responsibilities as are customary for, and are consistent with, such position(s) as may, specified from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with Company’s policies and procedures in place from time to timeDuring the Term of Employment, and (c) serve Company Executive shall perform his duties faithfully and to the best of Executive’s ability. During the Term, his abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use his best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, and other employment-related policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (c) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that his services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may engage in such activities so long as such activities do not interfere with the proper performance of his duties and responsibilities hereunder and/or otherwise conflict with any of the Policies of the Company or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that he shall not seek, solicit, or otherwise look for employment (whether as an employee, consultant, or otherwise) with any other Person (as defined below). (d) Notwithstanding the foregoing, if after the date of execution of this Agreement Executive wishes to render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated, Executive may do so only upon obtaining written permission of his direct supervisor, and subject to all of the following, provided that such activities do not inhibit or prohibit the performance of remaining provisions herein. (e) Executive’s duties services hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate principal executive offices located in either Florida Xxxxx County, Nevada or Israel including travel. such other location as serves as Executive’s primary office; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (f) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions he then holds with the Company and any of its Subsidiaries and Affiliates, including international travelmembership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or “person” 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, in each case, whether or not for profit.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Employment Period, the Executive shall be employed and serve as the Vice Chairman and Chief Financial Operating Officer of the Company as well as in and the Chief Operating Officer of Holding (or such other position or positions or capacities as may be reasonably requested agreed upon in writing by the Executive and the Company). The Executive's services shall be performed in Chicago, Illinois and the Executive shall not be transferred outside that area without his consent, other than for normal business travel and temporary assignments. In addition, Executive is entering into this Agreement on the basis that, pursuant to the terms of the Stockholders' Agreement the Executive shall be elected a member of the Board of Directors Holding and the Company and, following such election, shall be nominated and recommended for election to each such Board at each annual meeting of such entity held during the Employment Period. The Executive shall report to the Chairman and Chief Executive Officer of the Company (the “Board”) or and the Chief Executive Officer of Company the Board of Holding, or a duly organized committee thereof. (the “CEO”b) and The Executive shall have perform such duties and carry out such responsibilities incident to his position as are customary for, and are consistent with, such position(s) as may, may be determined from time to time, be assigned time by the BoardChairman and Chief Executive Officer of the Company, which shall be consistent with the duties and responsibilities customarily performed by persons in a similar executive capacity. Subject to periods of vacation, sick leave, and the like to which he may be entitled, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his business time, attention, attention and skill and efforts exclusively to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of Company the Company. (including its affiliatesc) and the promotion of its interests. Notwithstanding anything contained herein to the contrarycontrary contained herein, nothing shall preclude the Executive may do from (i) serving on the followingboards of trade associations and/or charitable organizations (subject to the reasonable approval of the Chairman and Chief Executive Officer of the Company), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that such activities individually or collectively do not inhibit or prohibit interfere with the proper performance of Executive’s his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the CHIEF FINANCIAL OFFICER & VICE PRESIDENT, FINANCE & ADMINISTRATION of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Board of Directors of the Company (the “"Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees"). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company and to promoting its best interests. The Executive acknowledges and agrees that although his duties shall be performed from the Company's offices in the Atlanta, Georgia metropolitan area or at such other places as shall be necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel from time to time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive's sole employer. (b) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (including the "Company Policies") do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its affiliatessole discretion, with or without notice. (c) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, the terms of this Agreement shall prevail. (d) For up to a one (1) year period following any termination of the Executive's employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the promotion orderly transfer of its interestswork to other employees of the Company. Notwithstanding anything contained herein The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the contrary, Executive may do the following, provided that such activities do not inhibit Executive's acts or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at omissions while employed by the Company’s corporate offices . The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelconnection with such cooperation.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve will be employed as the Chief Financial Legal Officer of the Company, reporting directly to the CEO. Executive will manage the legal affairs of the Company as well as in and have such other positions duties and responsibilities as are reasonably assigned to her by the CEO or capacities as may be reasonably requested by the Board of Directors of the Company (the “BoardBoard of Directors”) or (not inconsistent in any significant respect with the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities typically assigned to the chief legal officer of a publicly-traded XXXX). (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as are customary an officer of, and/or perform such executive and consulting services for, and are consistent withor on behalf of, such position(s) subsidiaries or affiliates of the Company as the CEO or the Board of Directors may, from time to time, be assigned by the Boardreasonably request. For purposes of this Agreement, the CEO and/or any term “affiliate” will have the meaning ascribed thereto as of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall the Effective Date in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and the “Act”). (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently and to the best of Executive’s ability. During the Term, her ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill her time and efforts exclusively to the business and affairs of Company (including its affiliates) her employment and the promotion performance of its interestsher duties under this Agreement. Notwithstanding anything contained Nothing herein to the contrarywill preclude Executive from engaging in charitable and community affairs and managing her personal, Executive may do the followingfinancial and legal affairs, provided that so long as such activities do not inhibit or prohibit materially interfere with her carrying out her duties and responsibilities under this Agreement. Notwithstanding the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitableforegoing, any service on civic, educational, religiousphilanthropic or charitable boards or committees shall be subject to prior approval by the CEO. During the Term of Employment, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices perform her duties and responsibilities principally in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelNew York City.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as the Executive Vice President & Chief Financial Information Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or reporting to the Chief Executive Officer of the Company (the “CEO”) ), or such other party designated by the CEO, and shall have perform such lawful duties and responsibilities as are customary for, and are consistent with, such position(s) as may, specified from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with CompanyDuring the Term of Employment, Executive shall perform Executive’s policies and procedures in place from time to time, and (c) serve Company duties faithfully and to the best of Executive’s ability. During the Term, abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use Executive’s best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, and other employment-related policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (c) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may do the following, provided that engage in such activities so long as such activities do not inhibit or prohibit interfere with the proper performance of Executive’s duties and responsibilities hereunder or inhibit or and/or otherwise conflict with any of the business Policies of the Company and/or its affiliates: or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (iwhether as an employee, consultant, or otherwise) engage in charitable, educational, religious, civic and similar types of activities and manage with any other Person (as defined below). (d) Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive services hereunder shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate principal offices located in either Florida Xxxxx County, Nevada or Israel including travel. such other location as serves as Executive’s primary office; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (e) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions Executive then holds with the Company and any of its Subsidiaries and Affiliates, including international travelmembership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or “person” 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, in each case, whether or not for profit.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as President and Chief Financial Operating Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the CEO and/or the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesto him. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s the CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. The Executive acknowledges and agrees that he shall voluntarily resign from his service on the Board at the request of the non-executive members of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(F) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in Bernardsville, New Jersey; while the aggregate per calendar quarter (including but Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the Chief Executive Officer (“CEO”) and/or the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesto him. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s the CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(E) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) continue to serve on the board of directors of Angel Medical Systems, Inc., and (iii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in Pennsylvania; while the aggregate per calendar quarter (including but Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as the Chief Executive Officer, President and Chief Financial Officer of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions or capacities duties as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) are attendant to such offices and shall have such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions consistent with such position as are customary for, and are consistent with, such position(s) as may, from time to time, may be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) and the promotion of its best interests. Notwithstanding anything contained herein The Executive acknowledges and agrees that although his duties shall be performed from the Company’s offices in the Atlanta, Georgia metropolitan area or at such other places as shall be necessary according to the contraryneeds, Executive may do business and opportunities of the followingCompany, provided that such activities do not inhibit or prohibit the performance by the Executive of his duties hereunder may require substantial travel from time to time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive’s duties hereunder sole employer. (b) The Executive agrees to accept election and to serve during all or inhibit any part of the Term as a director of the Company without any compensation therefor other than that specified in this Agreement, if elected to such position by the Board or conflict with the business stockholders of the Company. The Company and/or its affiliates: agrees that (i) engage in charitablethe Board, educationalat its next meeting (or as soon thereafter as reasonably practicable), religious, civic and similar types of activities and manage Executive’s personal investmentswill appoint Executive to the Board, and (ii) with consent at all times thereafter during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board which Board, following termination or expiration of this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (c) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be unreasonably withheldchanged, serve on revised, modified, suspended, canceled, or eliminated by the board Company at any time, in its sole discretion, with or without notice. (d) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of directorsall such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, managers, advisors the terms of this Agreement shall prevail. (or their equivalente) of outside business enterprises for For up to 30 hours a one (1) year period following any termination of the Executive’s employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company. The Executive shall also cooperate in the aggregate per calendar quarter (including but not limited defense of any action brought by any third party against the Company that relates in any way to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Executive’s acts or omissions while employed by the Company’s corporate offices . The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelconnection with such cooperation.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as the Chief Executive Officer, President and Chief Financial Officer of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions consistent with such positions or capacities as may be reasonably requested assigned by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) and the promotion of its best interests. Notwithstanding anything contained herein to the contrary, The Executive may do the following, provided acknowledges and agrees that such activities do not inhibit or prohibit the performance of Executive’s although his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at performed from the Company’s corporate offices in either Florida the Atlanta, Georgia metropolitan area or Israel including travel. Executive acknowledges that he at such other places as shall be required necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel as reasonably necessary from time to perform time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive’s duties hereundersole employer. (b) The Executive agrees to accept election and to serve during all or any part of the Term as a director of the Company without any compensation therefore other than that specified in this Agreement, including international travelif elected to such position by the Board or the stockholders of the Company. The Company agrees that during the Term, the Company shall include the Executive in the management slate for election as a director at every stockholders’ meeting at which his term as a director would otherwise expire. At the request of the Board, following termination or expiration of the Executive’s employment under this Agreement, the Executive promptly shall tender his resignation as a director of the Company. (c) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its sole discretion, with or without notice. (d) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any Company Policy conflicts with this Agreement, the terms of this Agreement shall prevail. (e) For up to a one (1) year period following any termination of the Executive’s employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company. The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the Executive’s acts or omissions while employed by the Company. The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in connection with such cooperation.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive a. You shall serve as Chief Financial Officer a Vice-President of Company the Corporation and President of Upstate and shall be responsible for the duties as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the agreed between you and Xxxxx X. Xxxx, President and Chief Executive Officer of Company the Corporation, which will be outlined in a job description to be finalized shortly after the Effective Time (as defined below). You shall report to the “CEO”) President and Chief Executive Officer of the Corporation and shall have such duties be an officer of the Corporation and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, Upstate. You shall also be assigned by a member of the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-Corporation's Executive Operating Committee. b. You will devote all your business time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Corporation and the promotion of its interestsUpstate consistent with your positions. Notwithstanding anything contained herein Nothing herein, however, shall preclude you from engaging in charitable and community affairs, or giving attention to the contrary, Executive may do the following, your investments provided that such activities do not inhibit or prohibit interfere with the performance of Executive’s your duties hereunder or inhibit or conflict and responsibilities enumerated herein. c. Except as otherwise specifically stated herein, you shall be subject to all of the requirements and provisions described in the Corporation's employee handbook, as it may be amended from time-to-time. d. Following any termination of your employment, upon the request of the Corporation, you shall reasonably cooperate with the business Corporation in all matters relating to the winding up of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent pending work on behalf of the Board which Corporation and the orderly transfer of work to other employees of the Corporation. You shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours also reasonably cooperate in the aggregate per calendar quarter (including but not limited defense of any action brought by any third party against the Corporation that relates in any way to AngelMedyour acts or omissions while employed by the Corporation. The Corporation shall reimburse you for your reasonable out-of-pocket costs, GenProif any, and eNeura). Executive shall be required to spend on average eight days per month at as permitted by law, incurred in cooperating with the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelCorporation.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as the Chief Financial Executive Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Company, reporting to the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned other party designated by the Board, and shall perform such lawful duties as are specified from time to time by the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with CompanyDuring the Term of Employment, Executive shall perform Executive’s policies and procedures in place from time to time, and (c) serve Company duties faithfully and to the best of Executive’s ability. During the Term, abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use Executive’s best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, and other employment-related policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (c) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may do the following, provided that engage in such activities so long as such activities do not inhibit or prohibit interfere with the proper performance of Executive’s duties and responsibilities hereunder or inhibit or and/or otherwise conflict with any of the business Policies of the Company and/or its affiliates: or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (iwhether as an employee, consultant, or otherwise) engage in charitable, educational, religious, civic and similar types of activities and manage with any other Person (as defined below). (d) Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive services hereunder shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate offices located in either Florida New Orleans, Louisiana, or Israel including travel. such other location as serves as Executive’s primary office; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (e) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions Executive then holds with the Company and any of its Subsidiaries and Affiliates, including international travelmembership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or “person” 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, in each case, whether or not for profit.

Position, Duties and Responsibilities. (a) During the Term of Employment, Executive shall hold the title of Chief Executive Officer of the Company and its affiliate Caesars Entertainment Corporation. During the Term of Employment, Executive shall also serve as an employee, officer or director of any Affiliates (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer ) of the Company as well as in such other positions or capacities as may be reasonably requested by the Board and consented to by Executive (such consent not to be unreasonably withheld). At all times during the Term of Employment, Executive shall report directly to the Board of Directors of the Company (the “Board”). (b) or In conjunction with the Board’s approval of this Agreement and the execution hereof by the parties hereto, Executive has been appointed to the Board commencing upon and subject to the Effective Date having occurred. If Executive ceases to hold the title of Chief Executive Officer of Company the Company, Executive agrees that Executive shall promptly resign from the Board. (c) In Executive’s capacity as Chief Executive Officer of the “CEO”) and Company, Executive shall have such duties and responsibilities as are customary forthe duties, responsibilities, and authority commensurate with such title. The Chief Executive Officer will: lead an organization with methods and actions that are consistent withethical and in full compliance with all applicable laws, such position(s) regulations, and the Policies (as may, from time defined below); identify compliance risks and taking actions necessary to time, be assigned by eliminate or minimize risks; and create a compliance culture within the Board, the CEO and/or any of their respective nomineesorganization and fostering an environment where employees feel comfortable reporting potential violations or misconduct. Executive’s employment by Company services shall be full-time and exclusive subject to Company and the control of the Board. (d) During the Term of Employment, Executive shall (a) report to Companyperform Executive’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company duties faithfully and to the best of Executive’s ability. During the Term, abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote substantially all of Executive’s business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company. Executive shall use Executive’s reasonable best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, submission of standard releases and other employment-related general policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (e) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto (as may be amended from time to time with the Company’s advance written approval), directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may do the following, provided that engage in such activities so long as such activities do not inhibit or prohibit materially interfere with the proper performance of Executive’s duties and responsibilities hereunder or inhibit or and/or otherwise materially conflict with any of the business Policies of the Company and/or its affiliates: or otherwise violate the terms of this Agreement. (if) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive services hereunder shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate principal offices located in either Florida Xxxxx County, Nevada or Israel including travel. such other location that serves as Executive’s primary office (subject to the terms of Section 7(d) and Exhibit B), if such other location is designated by the Company; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (g) Upon the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall relinquish any positions Executive then holds with the Company and any of its Subsidiaries and Affiliates, including international travel.membership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer under the terms and conditions contained herein. Executive shall report directly to the Company’s Board of Directors. Executive's employment with the Company (the “CEO”) is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or Executive shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to the right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the Company’s Executive Vice President, Corporate Development & Strategy consistent with the bylaws of Company as well as the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such office and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Chief Executive Officer of the Company, the Board of Directors of the Company (the “Board”) or the Chief Executive Officer Chairman of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) best interests, and agrees that during the promotion of its interestsTerm, the Company shall be the Executive’s sole employer. Notwithstanding anything contained herein to the contrary, the Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: shall be permitted to (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s his personal investments, and (ii) with consent serve on the board of directors of civic and charitable organizations, and (iii) serve on the Board board of directors of one non-competing company, in a role other than Chairman, subject to obtaining written authorization in advance from the Board, which shall not be unreasonably withheld, serve on . The Executive and the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, Company mutually acknowledge and eNeura). Executive agree that his duties shall be required to spend on average eight days per month at performed from the Atlanta, Georgia metropolitan area (and for the first six (6) months from the Employment Date, his duties will be performed from the Company’s corporate current principal offices in either Florida Maryland or Israel including travel. at such other places as shall be initially necessary according to the needs, business and opportunities of the Company).The Executive also acknowledges that he shall be required the performance of his duties hereunder may require substantial travel from time to travel as reasonably necessary to perform time. (b) Upon termination of the Executive’s duties hereunderemployment for any reason, including international travelExecutive agrees to promptly tender his resignation as an officer of the Company and an officer and director of any subsidiary, division or affiliate of the Company. (c) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its sole discretion, with or without notice. (d) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department of the Company. If a provision in any Company Policy conflicts with this Agreement, the terms of this Agreement shall prevail.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer under the terms and conditions contained herein. Executive shall report directly to the Company’s Board of Directors. Executive's employment with the Company (the “CEO”) is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company or Executive shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to the right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Administrative Officer of Company as well as in the Parent and all other direct or indirect operating subsidiaries of the Parent, including the Company, and shall perform such other positions or capacities duties consistent with her position as may be reasonably requested assigned to her from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by Parent or the Board. At the Parent’s request, the CEO Executive shall serve the Parent, the Company, and/or any of their respective nominees. its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOposition as Chief Administrative Officer. In the event that the Executive, (b) comply with Company’s policies and procedures during the Term of Employment, serves in place from time to timeany one or more of such additional capacities, and (c) serve Company faithfully and to the best of Executive’s abilitycompensation shall not be increased beyond that specified in Articles 4 through 7 hereof. During In addition, in the Termevent the Executive’s service in one or more of such additional capacities is terminated, and except for paid time off the Executive’s compensation, as specified in accordance with Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During her employment with the Company, the Executive shall devote substantially all of Executive’s her business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Parent and the promotion of Company, as applicable, and shall use her best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitableChief Executive Officer’s or Compensation Committee’s advance consent, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of her duties to AngelMed, GenPro, the Parent and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. During (a) Commencing on November 14, 2013 (the Term (as defined in Section 2.01 below“Effective Date”), the Executive shall serve be employed as the President and Chief Financial Executive Officer of the Company and shall be responsible for the general management of the affairs of the Company. The Executive has heretofore been elected as well as in such other positions or capacities as may be reasonably requested by a member of the Board of Directors of the Company (and the Company will, in good faith, include the Executive on the Company’s slate of nominees to be elected to such Board at appropriate meetings of stockholders of the Company so long as he continues to be employed by the Company. The failure by the Company to nominate the Executive for election to the Board of Directors and/or the failure of the stockholders of the Company to elect or reelect the Executive to such Board shall constitute, without limitation, “Board”Good Reason” for purposes of Section 1(f) or of this Agreement. The Executive, in carrying out his duties under this Agreement, shall report to the Chief Executive Officer of Company (the “CEO”) Board and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-devote his full business time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained . (b) Nothing herein to shall preclude the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: from (i) engage in charitable, educational, religious, civic and similar types serving on the boards of activities and manage Executive’s personal investments, and (ii) with consent directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld, serve (ii) serving, to the extent consistent with past practice, on the board boards of directorsa reasonable number of educational and/or charitable organizations, managers, advisors (or their equivalentiii) of outside business enterprises for up to 30 hours engaging in the aggregate per calendar quarter (including but not limited to AngelMed, GenProcharitable activities and community affairs, and eNeura(iv) managing his personal investments and affairs, provided that such activities set forth in this Section 9(b) do not materially interfere with the proper performance of his duties and responsibilities under Section 9(a). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform . (c) The Executive’s duties hereunderemployment will be “at will.” Consequently, including international traveleither the Company or the Executive may terminate the Executive’s employment at any time, with or without Cause or Good Reason, in its or his sole discretion, subject to the terms and conditions of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Legal Officer of Company as well as in the Parent and all other direct or indirect operating subsidiaries of the Parent, including the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by Parent or the Board. At the Parent’s request, the CEO Executive shall serve the Parent, the Company, and/or any of their respective nominees. its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOposition as Chief Legal Officer. In the event that the Executive, (b) comply with Company’s policies and procedures during the Term of Employment, serves in place from time to timeany one or more of such additional capacities, and (c) serve Company faithfully and to the best of Executive’s abilitycompensation shall not be increased beyond that specified in Articles 4 through 7 hereof. During In addition, in the Termevent the Executive’s service in one or more of such additional capacities is terminated, and except for paid time off the Executive’s compensation, as specified in accordance with Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Parent and the promotion of Company, as applicable, and shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitableChief Executive Officer’s or Compensation Committee’s advance consent, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, the Parent and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as President and Chief Financial Operating Officer of Company as well as in the Parent and all other direct or indirect operating subsidiaries of the Parent, including the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by Parent or the Board. At the Parent’s request, the CEO Executive shall serve the Parent, the Company, and/or any of their respective nominees. its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time position as President and exclusive to Company and Executive shall (a) report to Company’s CEOChief Operating Officer. In the event that the Executive, (b) comply with Company’s policies and procedures during the Term of Employment, serves in place from time to timeany one or more of such additional capacities, and (c) serve Company faithfully and to the best of Executive’s abilitycompensation shall not be increased beyond that specified in Articles 4 through 7 hereof. During In addition, in the Termevent the Executive’s service in one or more of such additional capacities is terminated, and except for paid time off the Executive’s compensation, as specified in accordance with Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Parent and the promotion of Company, as applicable, and shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitableChief Executive Officer’s or Compensation Committee’s advance consent, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, the Parent and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer of Company (SoCal and the “CEO”) President and shall Chief Executive Officer of PBB. In such employment capacity, Executive will have such duties and responsibilities as are customary for, normally associated with such position and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) will report to CompanySoCal’s CEO, Executive Chairman of the Board (bcurrently Xxxx X. Xxxx) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s abilityor his designee. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacityas set forth on Schedule 1, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein Company, to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with under this Agreement and to the business promotion of Company and/or its affiliates: (i) engage the Company's interests. Notwithstanding the foregoing, subject to Section 11 below, nothing in charitable, educational, religious, civic and similar types of activities and manage this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, and (ii) including personal investment vehicles, to the extent that such activities do not materially interfere with consent Executive’s performance of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travelhis duties hereunder. Executive acknowledges that he Executive’s services as President and Chief Executive Officer of the Company shall constitute Executive’s principal business activity. During the Term, the geographic location where Executive's primary office will be required located will be in the Company’s principal offices located at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Suite 130, Pasadena, CA 91101, but Executive may also work from any location Executive chooses. Notwithstanding the foregoing, the Company may from time to time require Executive to travel as reasonably necessary temporarily to perform other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, Executive’s duties hereundercompensation will not be increased beyond that specified in this Agreement. In addition, including international travelin the event Executive’s service in one or more of such additional capacities is terminated, Executive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Officer Executive Chairman of Company as well as in the Parent and all other direct or indirect operating subsidiaries of the Parent, including the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by Parent or the Board. At the Parent’s request, the CEO Executive shall serve the Parent, the Company, and/or any of their respective nominees. its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time and exclusive to Company and position as Executive shall (a) report to Company’s CEOChairman. In the event that the Executive, (b) comply with Company’s policies and procedures during the Term of Employment, serves in place from time to timeany one or more of such additional capacities, and (c) serve Company faithfully and to the best of Executive’s abilitycompensation shall not be increased beyond that specified in Articles 4 through 7 hereof. During In addition, in the Termevent the Executive’s service in one or more of such additional capacities is terminated, and except for paid time off the Executive’s compensation, as specified in accordance with Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Parent and the promotion of Company, as applicable, and shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitableChief Executive Officer’s or Compensation Committee’s advance consent, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, the Parent and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as the Chief Financial Scientific Officer and Vice President, Research and Development of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) and the promotion of its best interests. Notwithstanding anything contained herein to the contrary, The Executive may do the following, provided acknowledges and agrees that such activities do not inhibit or prohibit the performance of Executive’s although his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at performed from the Company’s corporate offices in either Florida the Atlanta, Georgia metropolitan area or Israel including travel. Executive acknowledges that he at such other places as shall be required necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel as reasonably necessary from time to perform time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive’s duties hereundersole employer. (b) Executive understands that the provisions of any employee handbooks, including international travelpersonnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its sole discretion, with or without notice. (c) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, the terms of this Agreement shall prevail. (d) For up to a one (1) year period following any termination of the Executive’s employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees of the Company. The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the Executive’s acts or omissions while employed by the Company. The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in connection with such cooperation.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), a) The Executive shall serve as as, and with the title, office and authority of, the Chief Financial Executive Officer of the Company. The Executive shall also hold similar titles, offices and authority with the Company’s subsidiaries and its successors. The Company as well as in such other positions or capacities as may shall use its best efforts to cause the Executive to be reasonably requested by nominated and elected to the Board of Directors of the Company (the “Board”) or and to the Chief Executive Officer board of Company (directors of its subsidiaries and its successors for the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by duration of the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, Agreement Term. (b) comply with Company’s policies The Executive shall have effective supervision and procedures in place from time to timecontrol over, and (c) serve Company faithfully responsibility for, the strategic direction and to the best general and active day-to-day leadership and management of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of the Company (including its affiliates) and the promotion subsidiaries of its interests. Notwithstanding anything contained herein the Company, subject only to the contraryauthority of the Board, and shall have all of the powers, authority, duties and responsibilities usually incident to the position and office of Chief Executive may do Officer of the followingCompany. The Executive shall report directly to the Board. (c) The Executive agrees to devote substantially all of his business time, provided that such activities do not inhibit or prohibit efforts and skills to the performance of Executive’s his duties hereunder or inhibit or conflict with and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the business of Company and/or its affiliates: Executive from devoting reasonable periods required for (i) engage participating in charitableprofessional, educational, religiousphilanthropic, civic and similar types of activities and manage Executive’s personal investmentspublic interest, and charitable, social or community activities, (ii) with consent serving as a director or member of an advisory committee of any corporation or other entity that the Executive is serving on as of the Board which shall Effective Date or, subject to prior approval by the Board, any other corporation or entity that is not be unreasonably withheldin competition with the Company, serve on or (iii) managing his personal investments; provided, further, that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the board Executive’s regular performance of directors, managers, advisors his duties and responsibilities hereunder. (or their equivalentd) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). The Executive shall be required to spend on average eight days per month perform his duties at the Company’s corporate offices of the Company located in either Florida or Israel including travel. Reston, Virginia, but from time to time the Executive acknowledges that he shall may be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelother locations in the proper conduct of his responsibilities under this Agreement.

Position, Duties and Responsibilities. (a) During the Term (of Employment, Executive will be employed by the REIT Operator and will serve as defined in Section 2.01 below)the Executive Vice President, Operations, reporting directly to the President and Chief Operating Officer of the REIT. In this capacity, Executive shall serve have the duties, authorities and responsibilities as Chief Financial Officer are required by Executive’s position commensurate with the duties, authorities and responsibilities of Company as well as persons in similar capacities in similarly sized companies, and such other positions or capacities duties, authorities and responsibilities as may reasonably be reasonably requested by assigned to Executive as the Chief Executive Officer or the Board of Directors of Company the REIT (the “Board of Directors” or the “Board”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During his ability and will devote substantially all of his business time and attention to the Termperformance of his duties hereunder, and except for paid time off in accordance with shall have no other employment (unless approved by the terms of Section 3.01(G) below or absences due to illness or incapacityChief Executive Officer); provided, Executive shall devote all of Executive’s business timethat, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“Bluerock”), or (v) accepting directorships or similar positions (together, the contrary“Personal Activities”), Executive may do in each case so long as the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 9 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall New York, New York (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as the Chief Financial Executive Officer of Company the Company. The Executive shall be nominated for election as well as in such other positions or capacities as may be reasonably requested by a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively 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 this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, the Executive shall serve be employed as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) Company, reporting to the Chairman of the Board of Holdings, and shall have be responsible for the general management of the affairs of the Company and shall perform such other duties and responsibilities as reasonably determined by the Board consistent with the duties and responsibilities normally associated with such positions in a company the size and nature of the Company. (b) The Executive shall serve as a member of the Board of Holdings during the Term. (c) The Executive agrees to devote all of his business time, energies, skills, efforts and attention exclusively to his duties hereunder, and will not, without the prior written consent of the Company, render any material services to any other business concern. The Executive will use his best efforts and abilities faithfully and diligently to promote the Company’s business interests while at all times strictly adhering to and performing all duties in accordance with applicable laws, rules and regulations and the policies and procedures of the Company in effect from time to time. The Executive shall perform such duties and responsibilities at such places as are customary for, and are consistent with, such position(s) as may, shall from time to timetime be directed by the Board or reasonably necessary in the discretion of the Executive to fulfill the Executive’s obligations under this Agreement. (d) Anything herein to the contrary notwithstanding, be assigned by nothing shall preclude the Executive from (i) subject to the reasonable approval of the Board, serving on the CEO boards of directors of trade associations and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOcharitable organizations, (bii) comply with Company’s policies engaging in charitable activities and procedures in place from time to time, community affairs and (ciii) serve Company faithfully managing his personal investments and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingaffairs, provided that such the activities described in the preceding clauses (i) through (iii) do not inhibit or prohibit interfere with the proper performance of Executive’s his duties hereunder or inhibit and responsibilities for the Company or conflict with the business of the Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelGroup.

Position, Duties and Responsibilities. During On or about the Effective Date and continuing for the remainder of the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve be employed as the Chief Financial Executive Officer and President of Company the Company. The Executive shall be nominated for election as well as in such other positions or capacities as may be reasonably requested by a member of the Company’s Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for), and are consistent withthe Company shall defend, such position(s) hold harmless, and indemnify the Executive from any cost, liability or judgment incurred by the Executive as may, from time to time, be assigned by a result of his actions or inactions as a member of the Board, so long as they are in good faith. The Executive shall serve the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOits affiliates faithfully, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully conscientiously and to the best of the Executive’s ability. During , shall promote the Term, interests and except for paid time off reputation of the Company and its affiliates and shall perform his duties hereunder in accordance with the terms policies and procedures of Section 3.01(G) below the Company as in effect from time to time. Unless prevented by sickness or absences due to illness or incapacityDisability, the Executive shall devote all of the Executive’s business time, attention, skill knowledge, energy and efforts exclusively 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 this Agreement shall not be interpreted as: (a) prohibiting the Executive from, in accordance with the policies and procedures of the Company, managing his personal affairs, engaging in charitable or civic activities; or (b) subject to prior approval of the Company and any regulatory or self-regulatory process which may be required, serving as a director of any other corporation or business and affairs of entity not affiliated with or in competition with the Company (including or its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that so long as such activities do not inhibit or prohibit interfere in any material respect with the performance of the Executive’s duties hereunder or inhibit or conflict with and responsibilities hereunder. The Executive, in carrying out his duties under this Agreement, shall report to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Board. The Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive office shall be required to spend on average eight days per month located at the Company’s corporate offices in either Florida headquarters, which is currently located at 00 Xxxxxxx Xxxxx, Suite One, Bohemia, NY 11716, or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwithin a thirty-mile radius thereof.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Employment Period, the Executive shall be employed and serve as the Chairman of the Board and Chief Financial Executive Officer of the Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or and the Chief Executive Officer of Holding (or such other position or positions as may be agreed upon in writing by the Executive and the Company). The Executive's services shall be performed in Chicago, Illinois and the Executive shall not be transferred outside that area without his consent, other than for normal business travel and temporary assignments. In addition, Executive is entering into this Agreement on the basis that, pursuant to the terms of the Stockholders' Agreement the Executive and a designee of the Executive shall be elected a member of the Board of Holding and the Company (and, following such election, each shall be nominated and recommended for election to each such Board at each annual meeting of such entity held during the “CEO”) Employment Period. The Executive shall report only to the Board of the Company and the Board of Holding, or a duly organized committee thereof, and shall have be a member of any Board committee directed to formulate the strategic direction to be taken by the Company or Holding. The Executive shall make, at his earliest convenience, a recommendation to the Board of the Company and Holding, or such committee, as to all strategic planning issues for the Company. (b) The Executive shall perform such duties and carry out such responsibilities incident to his position as are customary for, and are consistent with, such position(s) as may, may be determined from time to time, be assigned time by the BoardBoard of the Company, which shall be consistent with the duties and responsibilities customarily performed by persons in a similar executive capacity. Subject to periods of vacation, sick leave, and the like to which he may be entitled, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his business time, attention, attention and skill and efforts exclusively to the business performance of such duties and affairs responsibilities, and shall use his best efforts to promote the interests of Company the Company. (including its affiliatesc) and the promotion of its interests. Notwithstanding anything contained herein to the contrarycontrary contained herein, nothing shall preclude the Executive may do from (i) serving on the followingboards of trade associations and/or charitable organizations (subject to the reasonable approval of the Board of the Company), (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that such activities individually or collectively do not inhibit or prohibit interfere with the proper performance of Executive’s his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below)Consulting Term, Executive the Consultant shall serve as the Chief Financial Restructuring Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Company. The Consultant shall provide services and have duties and responsibilities commensurate with those of chief restructuring officers of similarly-sized companies and shall report to the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such ). Such duties and responsibilities shall include: (i) oversight and management of (1) pending and anticipated securities, corporate, insurance and other significant litigation involving the Company or its affiliates, (2) the disposition of the contract mining business and such other businesses and entities in which the Company holds an interest as are customary for, and are consistent with, such position(s) as may, from time to time, may be assigned determined by the Board, and (3) such other matters as agreed upon by the CEO and/or any Consultant and the Board; (ii) advising the Board and senior management of their respective nominees. Executive’s employment by the Company shall be full-time and exclusive with respect to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to timeother significant restructuring matters, and (ciii) serve Company faithfully such other duties and to responsibilities on which the best of Executive’s abilityBoard and the Consultant shall mutually agree. During the Consulting Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive Consultant shall devote all of Executive’s such business time, attention, skill time and efforts exclusively in his capacity as a non-exclusive consultant of the Company, as determined in good faith by the Consultant, as are reasonably necessary or appropriate to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingfulfill his obligations hereunder, provided that nothing herein shall preclude the Consultant from (i) managing his and his family’s passive personal investments, (ii) serving on other boards, (iii) engaging in civic or charitable activities, (iv) investing in or providing employment or consulting services to other businesses or (v) engaging in the practice of law, so long as such activities do not inhibit or prohibit materially interfere with the performance of Executive’s his duties hereunder or inhibit or conflict with hereunder. During the business of Company and/or its affiliates: (i) engage in charitableConsulting Term, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent the Consultant shall have the right to serve as a director of the Board which Company and, in addition to the compensation specified herein, shall not be unreasonably withheld, serve entitled to receive such compensation and benefits provided by the Company to its non-employee directors from time to time for service on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelBoard.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Executive Officer (the “CEO”) of the Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOthe Board, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, the Executive shall also serve without further compensation as a member of the Board. The Executive also agrees to promptly execute such documents as may be reasonably requested by the Company to evidence his cessation of service on the Board pursuant to Section 4.02(E). During the Term, and except for paid time off in accordance with the terms of Section 3.01(G3.01(F) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with the prior written consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours enterprises. The Parties acknowledge that the Executive currently resides in the aggregate per calendar quarter (including but Boston metropolitan area; while the Executive will not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. relocate his home residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall will be employed by REIT Operator and will serve as the Chief Financial Executive Officer of Company as well as in such other positions or capacities as may be reasonably requested by the REIT, reporting directly to the Board of Directors of Company the REIT (the “Board”) or the Chief ). In this capacity, Executive Officer of Company (the “CEO”) and shall have such duties the duties, authorities and responsibilities as are customary required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT and the limited liability company agreements of the Operating Company and the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. (b) During the Term of Employment, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, the REIT and are consistent with, such position(s) Subsidiaries of the REIT as the Board may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and reasonably request. (c) During the Term of Employment, Executive will serve the Company faithfully faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Board); provided, however, that nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities (including, without limitation, Executive’s ability. During current position as a member of the Termboard of directors of Farmland Partners, Inc.), (iii) engaging in passive personal investment activities for himself and except for paid time off his family or (iv) accepting directorships or similar positions (together, the “Personal Activities”), in accordance with each case so long as the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities Personal Activities do not inhibit unreasonably interfere, individually or prohibit in the aggregate, with the performance of Executive’s duties hereunder to the Company under this Agreement or inhibit or conflict with the business restrictive covenants set forth in Section 9 of Company and/or its affiliates: this Agreement. (id) engage in charitableDuring the Term of Employment, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be perform the services required to spend on average eight days per month by this Agreement at the Company’s corporate principal offices located in either Florida or Israel including travel. Executive acknowledges that he shall Memphis, Tennessee (the “Principal Location”), except for travel to other locations as may be required to travel as reasonably necessary to perform fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall will be employed full time by the Company and will serve as Chief Financial Officer the [ ] of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or REIT, reporting directly to the Chief Executive Officer of Company the REIT (the “CEO”) and ).] In this capacity, Executive shall have such duties the duties, authorities and responsibilities as are customary forrequired by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and are consistent withsuch other duties, such position(s) authorities and responsibilities as may, may reasonably be assigned to Executive as the CEO shall designate from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. time that are not inconsistent with Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, position. (b) comply with Company’s policies and procedures in place from time to timeDuring the Term of Employment, and (c) Executive will serve the Company faithfully faithfully, diligently, and to the best of Executive’s ability. During the Term, ability and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall will devote substantially all of Executive’s business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with hereunder, and shall have no other employment (unless approved by the business Board of Company and/or its affiliates: Directors of the REIT (the “Board”)); provided, however, that nothing contained herein shall prohibit Executive from (i) engage participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, educationalcivic, religiouseducational or political activities, civic (iii) engaging in passive personal investment activities for Executive and similar types of activities and manage Executive’s personal investmentsfamily or (iv) accepting directorships or similar positions (together, and (ii) with consent of the Board which shall “Personal Activities”), in each case so long as the Personal Activities do not be unreasonably withheldinterfere, serve on the board of directors, managers, advisors (individually or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMedaggregate, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at with the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 9 of this Agreement. (c) During the Term of Employment, Executive shall perform the services required by this Agreement in [ ] (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as the Chief Financial Executive Officer (CEO) and President of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or divisions consistent with such positions or capacities as may be reasonably requested assigned by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company (including and to promoting its affiliates) best interests, and agrees that during the promotion of its interestsTerm, the Company shall be the Executive’s sole employer. Notwithstanding anything contained herein to the contrary, the Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: shall be permitted to (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s his personal investments, and (ii) with consent serve on the board of directors of civic and charitable organizations, and (iii) serve on the Board board of directors of one non-competing company, in a role other than Chairman, subject to obtaining written authorization in advance from the Board, which shall not be unreasonably withheld. The Executive and the Company mutually acknowledge and agree that his duties shall be performed from the Atlanta, serve on the board of directors, managers, advisors (Georgia metropolitan area or their equivalent) of outside business enterprises for up to 30 hours another metropolitan area in the aggregate per calendar quarter Unites States mutually acceptable to the Executive and the Board provided, however, that for the first six (including but not limited to AngelMed6) months from the Employment Date, GenPro, and eNeura). Executive shall his duties will be required to spend on average eight days per month at performed from the Company’s corporate current principal offices in either Florida Maryland or Israel at such other places, including travelthe Executive’s principal residence in Florida, as shall be initially necessary according to the needs, business and opportunities of the Company. The Executive also acknowledges that he the performance of his duties hereunder may require substantial travel from time to time. (b) The Company agrees to nominate Executive for election, and the Executive agrees to accept such nomination, to serve as a director of the Company during the Term without any compensation therefor other than that specified in this Agreement if elected to such position by the stockholders of the Company. The Company agrees that during the Term, the Company shall be required to travel include the Executive in the management slate for election as reasonably necessary to perform a director at every stockholders’ meeting at which his term as a director would otherwise expire. Upon termination of the Executive’s duties hereunderemployment for any reason, including international travelExecutive agrees to promptly tender his resignation as a director of the Company and as an officer and director of any subsidiary of the Company. (c) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (the “Company Policies”) do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its sole discretion, with or without notice. (d) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department of the Company. If a provision in any Company Policy conflicts with this Agreement, the terms of this Agreement shall prevail.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and Chief Credit Officer under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive Employee shall serve as SVP and Chief Financial Commercial Officer of Company Employer (or, if requested by Employer, in such other position with a title of at least Senior Vice President or its equivalent that is consistent with Employee’s education, background and experience), as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company Employer (the “Board”) or the Chief Executive Officer of Company Employer (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. ExecutiveEmployee’s employment by Company Employer shall be full-time and exclusive to Company Employer and Executive Employee shall (a) report to CompanyEmployer’s CEO, (b) comply with CompanyEmployer’s policies and procedures in place from time to time, and (c) serve Company Employer faithfully and to the best of ExecutiveEmployee’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive Employee shall devote all of ExecutiveEmployee’s business time, attention, skill and efforts exclusively to the business and affairs of Company Employer (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive Employee may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s her personal investments, provided that such activities do not inhibit or prohibit the performance of Employee’s duties hereunder or inhibit or conflict with the business of Employer and/or its affiliates, and (ii) with consent of the Board (which consent shall not be unreasonably withheld), serve on the board of directors, managers, advisors directors (or their its equivalent) of outside one (1) other business enterprises enterprise. Employee's principal place of business for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive performance of Employee’s duties under this Agreement shall be required to spend on average eight days per month at the CompanyEmployer’s corporate offices headquarters currently located in either Florida or Israel including travel. Executive acknowledges Warren, New Jersey, provided that he Employee shall be required to travel as reasonably necessary to perform ExecutiveEmployee’s duties hereunder, including international travel.

Position, Duties and Responsibilities. a) During the Term (as defined in Section 2.01 below)Term, the Executive shall be employed by the Company and shall serve the Company as its Executive Vice President of Finance and Operations and Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief "CFO"). The Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary forincident to, and are consistent or reasonably requested in connection with, such position(sposition, as well as such other comparable duties and responsibilities as may be assigned to him by the Company. The Executive shall report to the Chief Executive Officer (the "CEO") or to such comparable or higher level of authority and responsibility within the Company as maythe CEO or the Board of Directors (the "BOD") may reasonably determine. b) During the Term, the Executive shall serve the Company faithfully, diligently and to the best of the Executive's ability, and shall devote substantially all of the Executive's business time and efforts to such service. The Executive also shall not engage in any other business activity without the written consent of the Company, except that Executive may (i) carry on charitable, civic, or other non-for-profit activities or (ii) manage his personal investments, provided that none of such activities may conflict with the Executive's duties under this Agreement and the Non-Disclosure, Proprietary Rights and Non-Solicitation Agreement dated as of March 10, 2000 (the "Nondisclosure Agreement"). If the Executive shall be elected to other offices of the Company or any of its affiliates, he shall serve in such positions without further compensation than provided for in this Agreement. The Executive shall perform his services under this Agreement at such locations as may be required by the Company from time to time, be assigned by but the BoardCompany will not require the Executive to permanently relocate to an office more than 50 miles from the Company's Waltham, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive Massachusetts office. c) The Executive agrees to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s the policies and procedures in place of the Company applicable to its U.S. employees generally from time to timetime that are in force (which may be amended, and (c) serve Company faithfully and revised or supplemented at any time in the Company's sole discretion), provided, however, that to the best of Executive’s ability. During the Term, and except for paid time off in accordance with extent there is a conflict between the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) this Agreement and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic policies and similar types of activities and manage Executive’s personal investments, and (ii) with consent procedures of the Board which Company, the terms of this Agreement shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelgovern unless otherwise specified herein.

Position, Duties and Responsibilities. During (a) Commencing on the Term (as defined in Section 2.01 below)Effective Date and continuing for the Initial Term, the Executive shall serve be employed as Chief Financial Officer the Chairman of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the and Chief Executive Officer of the Company (and be responsible for the “CEO”) general management of the affairs of the Company. During the remainder of the Employment Period, the Executive shall be employed as the non-executive Chairman of the Board of the Company and shall have such duties and responsibilities for the management of the Company as are customary for, and are consistent with, such position(s) as may, shall be assigned to him from time to time, be assigned time by the Board, Board of Directors of the CEO and/or any of their respective nominees. Executive’s employment Company; provided that such duties and responsibilities shall not be inconsistent with those that could reasonably be expected to be performed by Company shall be fulla part-time and exclusive to Company and senior executive of a major corporation. The Executive has heretofore been elected as a member of the Board of Directors of the Company. The Executive, in carrying out his duties under this Agreement, shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s abilityBoard. During the Initial Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his full business time, attention, skill time and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein During the remainder of the Employment Period, the Executive shall devote one-half of his business time and attention to the contrarybusiness and affairs of the Company and shall use his best efforts, skills and abilities to promote its interests. It is the intent of the Company and the Executive that there shall not occur a Separation from Service (as defined in Section 9(k) hereof) with respect to the Executive until the end of the Employment Period. To that end, and notwithstanding the end of the Initial Term, the giving of any notice pursuant to Section 2 or the provisions of Section 3(b) hereof, the Executive agrees to use his best efforts to continue to provide to the Company until the end of the Employment Period, and the Company agrees to use its best efforts to utilize, such services of the Executive as may do be necessary to ensure that there will not be a Separation from Service with respect to the followingExecutive prior to the end of the Employment Period. The Company hereby agrees that so long as the Executive, provided that members of his immediate family (including his wife, his children and their spouses and his grandchildren) or entities controlled by the Executive and/or the members of his immediate family are the beneficial owners of at least 25% of the issued and outstanding shares of common stock of the Company (a) any policy of the Company requiring the resignation of a director or the termination of the services of a person as a director of the Company at age 72 shall not apply to the Executive and (b) the Company will use its best efforts to cause the Executive to be nominated and elected as a director of the Company until such activities do not inhibit or prohibit time as the performance Executive reaches the age of Executive’s duties hereunder or inhibit or conflict with 75. (b) Nothing herein shall preclude the business of Company and/or its affiliates: Executive from (i) engage in charitable, educational, religious, civic and similar types serving on the boards of activities and manage Executive’s personal investments, and (ii) with consent directors of a reasonable number of other corporations subject to the approval of the Board in each case (which approval has been given as to the boards on which the Executive is currently serving as a director), which approval shall not be unreasonably withheld, serve (ii) serving, to the extent consistent with past practice, on the board boards of directorsa reasonable number of educational and/or charitable organizations, managers, advisors (or their equivalentiii) of outside business enterprises for up to 30 hours engaging in the aggregate per calendar quarter (including but not limited to AngelMed, GenProcharitable activities and community affairs, and eNeura(iv) managing his personal investments and affairs, provided that such activities set forth in this Section 3(b) do not materially interfere with the proper performance of his duties and responsibilities under Section 3(a). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)Term, the Executive shall serve be employed as the Chief Operating Officer and Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or Officer, reporting to the Chief Executive Officer of Company (the “CEO”) Officer, and shall have be responsible (along with the Chief Executive Officer) for the general management of the affairs of the Company and shall perform such duties and responsibilities as are customary forreasonably determined by the Board consistent with the duties and responsibilities normally associated with such positions in a company the size and nature of the Company. (b) The Executive agrees to devote all of his business time, energies, skills, efforts and attention exclusively to his duties hereunder, and are consistent withwill not, such position(s) as maywithout the prior written consent of the Company, render any material services to any other business concern. The Executive will use his best efforts and abilities faithfully and diligently to promote the Company’s business interests while at all times strictly adhering to and performing all duties in accordance with applicable laws, rules and regulations and the policies and procedures of the Company in effect from time to time. The Executive shall perform such duties and responsibilities at such places as shall from time to time be directed by the Board or reasonably necessary in the discretion of the Executive to fulfill the Executive’s obligations under this Agreement. (c) Anything herein to the contrary notwithstanding, be assigned by nothing shall preclude the Executive from (i) subject to the reasonable approval of the Board, serving on the CEO boards of directors of trade associations and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOcharitable organizations, (bii) comply with Company’s policies engaging in charitable activities and procedures in place from time to time, community affairs and (ciii) serve Company faithfully managing his personal investments and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the followingaffairs, provided that such the activities described in the preceding clauses (i) through (iii) do not inhibit or prohibit interfere with the proper performance of Executive’s his duties hereunder or inhibit and responsibilities for the Company or conflict with the business of the Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelGroup.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Officer of Company as well as in the Parent and all other direct or indirect operating subsidiaries of the Parent, including the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by Parent or the Board. At the Parent’s request, the CEO Executive shall serve the Parent, the Company, and/or any of their respective nominees. its Subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEOposition as Chief Financial Officer. In the event that the Executive, (b) comply with Company’s policies and procedures during the Term of Employment, serves in place from time to timeany one or more of such additional capacities, and (c) serve Company faithfully and to the best of Executive’s abilitycompensation shall not be increased beyond that specified in Articles 4 through 7 hereof. During In addition, in the Termevent the Executive’s service in one or more of such additional capacities is terminated, and except for paid time off the Executive’s compensation, as specified in accordance with Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of Company (including its affiliates) the Parent and the promotion of Company, as applicable, and shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitableChief Executive Officer’s or Compensation Committee’s advance consent, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, the Parent and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the CHIEF MEDICAL OFFICER & VICE PRESIDENT, CLINICAL DEVELOPMENT of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Board of Directors of the Company (the “"Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees"). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company and to promoting its best interests. The Executive acknowledges and agrees that although his duties shall be performed from the Company's offices in the Atlanta, Georgia metropolitan area or at such other places as shall be necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel from time to time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive's sole employer. (b) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (including the "Company Policies") do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its affiliatessole discretion, with or without notice. (c) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, the terms of this Agreement shall prevail. (d) For up to a one (1) year period following any termination of the Executive's employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the promotion orderly transfer of its interestswork to other employees of the Company. Notwithstanding anything contained herein The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the contrary, Executive may do the following, provided that such activities do not inhibit Executive's acts or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at omissions while employed by the Company’s corporate offices . The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelconnection with such cooperation.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined in Section 2.01 below), Executive Vice President and Chief Operations Administrator under the terms and conditions contained herein. Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by report directly to the Board of Directors of Company (the “Board”) or the Company’s President and Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nomineesOfficer. Executive’s employment by with the Company is and shall be full-time and exclusive remain “at will” and, therefore, subject to the termination provisions contained in Section 8 hereof, the Company and or Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to have the right at any time, and (c) serve for any reason or no reason at all, to terminate Executive’s employment with the Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive’s duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company’s behalf, Executive shall observe and be governed by all of the Company’s rules and policies as established by the Company from time to time in the Company’s sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company’s interests and perform and discharge well and faithfully those duties. Executive shall devote Executive’s full and exclusive business time, attention and energies to the Company’s business in accordance with Executive’s anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive’s performance of Executive’s duties under this Agreement, or compete with or damage in any way the business timeof the Company. Notwithstanding the foregoing, attentionsubject to Section 11 below, skill and efforts exclusively nothing in this Agreement shall be construed to limit Executive’s ability to provide services to or participate in non-profit, charitable or civic organizations or to manage personal investments, including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 10000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. During the Term (as defined in Section 2.01 below), a) The Executive shall serve as as, and with the title, offices and authority of the Senior Executive Vice President, Chief Administrative Officer and, Chief Financial Officer of the Company. The Executive’s duties shall be consistent with his title and shall not be unreasonably or materially changed, considering his role in the Company. The Company as well as in shall also cause the Executive to be appointed to the offices of Senior Executive Vice President and Chief Administrative Officer and Chief Financial Officer of Sovereign Bank, a Federal Savings Bank and wholly-owned subsidiary of the Company (the “Bank”), unless otherwise precluded by a governing bank or regulatory authority. Further, the Executive shall have such other positions or capacities executive titles as may be reasonably requested given to him from time to time by the Board of Directors of Company the Bank (the “Board”) or of any affiliate. The Executive shall report directly to the Chief Executive Officer Officer. (b) The Executive agrees to devote substantially all of Company (his business time, efforts and skills to the “CEO”) and shall have such performance of his duties and responsibilities as are customary forunder this Agreement; provided, and are consistent withhowever, such position(sthat nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for participating in professional, educational, philanthropic, or community activities or managing his personal investments or other personal business. The Executive shall be permitted to serve on the boards of directors of other corporations, subject to the prior written approval of the Board. (c) as mayThe Executive shall perform his duties at the offices of the Company located in Boston, Massachusetts, but from time to time, time the Executive may be assigned by required to travel to other locations in the Board, the CEO and/or any proper conduct of their respective nomineeshis responsibilities under this Agreement. Executive’s employment by Company The Executive shall be full-time reimbursed for all business and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply travel expenses in accordance with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelexpense reimbursement.

Position, Duties and Responsibilities. During the Term (Term, the Company will employ Executive, and Executive agrees to be employed, as defined Executive Vice President and Chief Operations Administrator under the terms and conditions contained herein. Executive shall report directly to the Company’s President and Chief Executive Officer. Executive's employment with the Company is and shall remain “at will” and, therefore, subject to the termination provisions contained in Section 2.01 below)8 hereof, the Company or Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by have the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to right at any time, be assigned by for any reason or no reason at all, to terminate Executive's employment with the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and upon written notice to the best of Executive’s abilityother party. During the Term, Executive's duties and responsibilities shall include, without limitation, those duties commensurate with his or her title and position, as well as those additional duties and responsibilities which the Company may from time to time assign to Executive. In acting in the Company's behalf, Executive shall observe and be governed by all of the Company's rules and policies as established by the Company from time to time in the Company's sole discretion. Executive shall be employed on a full-time basis, which shall mean that Executive is expected to devote approximately forty (40) hours per week to his or her work, or as needed to complete his or her duties. Executive is expected to be reasonably available to the Company for business purposes between the hours of 8 am to 5 pm (local time), Monday through Friday, except as agreed by the Company. As an exempt employee, Executive shall not be paid additional compensation for paid overtime or excessive work hours. Executive shall not keep time off records, but shall be required to record absences for illness, personal time off, or other periods in which Executive is not performing work for the Company. At all times during the Term, Executive shall use his or her best efforts, skills, judgment and abilities, and shall at all times promote the Company's interests and perform and discharge well and faithfully those duties. Executive shall devote Executive's full and exclusive business time, attention and energies to the Company's business in accordance with Executive's anticipated schedule and duties hereunder. Except as otherwise set forth on Schedule 1 hereto, at no time during the terms of Section 3.01(G) below Term shall Executive directly or absences due to illness indirectly engage in any activity that could or incapacity, Executive shall devote all does materially interfere with or adversely affect Executive's performance of Executive's duties under this Agreement, or compete with or damage in any way the business of the Company. Notwithstanding the foregoing, subject to Section 11 below, nothing in this Agreement shall be construed to limit Executive’s business timeability to provide services to or participate in non-profit, attentioncharitable or civic organizations or to manage personal investments, skill and efforts exclusively including personal investment vehicles, to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided extent that such activities do not inhibit or prohibit the materially interfere with Executive’s performance of his or her duties hereunder. During the Term, the geographic location where Executive’s primary office will be located and where Executive shall primarily carry out Executive’s duties hereunder or inhibit or conflict with will be in the business of Company’s principal offices currently located at 00000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000. Notwithstanding the foregoing, the Company may from time to time require Executive to travel temporarily to other locations on the Company’s business. At the Company’s request, Executive will serve the Company and/or its affiliates: (i) engage subsidiaries and affiliates in charitableother capacities in addition to the foregoing. In the event that Executive serves in any one or more of such additional capacities, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall compensation will not be unreasonably withheldincreased beyond that specified in this Agreement. In addition, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform event Executive’s duties hereunderservice in one or more of such additional capacities is terminated, including international travelExecutive’s compensation, as specified in this Agreement, will not be diminished or reduced in any manner as a result of such termination for so long as Executive otherwise remains employed under the terms of this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below2), the Executive shall serve as Chief Financial Officer the CHIEF SCIENTIFIC OFFICER & VICE PRESIDENT, PRECLINICAL DEVELOPMENT of the Company as well as consistent with the by-laws of the Company, and shall be responsible for the duties identified in the attached Appendix I, such other positions duties as are attendant to such offices and such other managerial duties and responsibilities with the Company, its affiliates, subsidiaries or capacities divisions consistent with such position as may be reasonably requested assigned by the Board of Directors of the Company (the “"Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees"). Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, The Executive shall devote all of Executive’s business timehis full energies, attentioninterest, skill abilities and efforts exclusively productive time to the business and affairs of the Company and to promoting its best interests. The Executive acknowledges and agrees that although his duties shall be performed from the Company's offices in the Atlanta, Georgia metropolitan area or at such other places as shall be necessary according to the needs, business and opportunities of the Company, the performance by the Executive of his duties hereunder may require substantial travel from time to time by the Executive. The Executive further agrees that, during the Term, the Company shall be the Executive's sole employer. (b) Executive understands that the provisions of any employee handbooks, personnel manuals and any and all other written statements of or regarding personnel policies, practices or procedures that are or may be issued by the Company (including the "Company Policies") do not and shall not constitute a contract of employment and do not and shall not create any vested rights; and that any such provisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company at any time, in its affiliatessole discretion, with or without notice. (c) Executive shall comply with all applicable Company Policies, which may be in effect from time to time during the Term. Copies of all such Company Policies may be examined in the Human Resource Department for the Company. If a provision in any policy conflicts with this Agreement, the terms of this Agreement shall prevail. (d) For up to a one (1) year period following any termination of the Executive's employment, upon the request of the Company, the Executive shall reasonably cooperate with the Company in all matters relating to the winding up of pending work on behalf of the Company and the promotion orderly transfer of its interestswork to other employees of the Company. Notwithstanding anything contained herein The Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to the contrary, Executive may do the following, provided that such activities do not inhibit Executive's acts or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at omissions while employed by the Company’s corporate offices . The Company shall reimburse the Executive for his reasonable out-of-pocket costs incurred in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelconnection with such cooperation.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, Executive shall serve as the Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or Company, reporting to the Chief Executive Officer of the Company (the “CEO”) or such other party designated by the CEO, and shall have perform such lawful duties and responsibilities as are customary for, and are consistent with, such position(s) as may, specified from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with CompanyDuring the Term of Employment, Executive shall perform Executive’s policies and procedures in place from time to time, and (c) serve Company duties faithfully and to the best of Executive’s ability. During the Term, abilities and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, time and attention, skill and efforts exclusively on a full time basis (except as otherwise expressly permitted herein), to the business and affairs of the Company and shall use Executive’s best efforts to advance the best interests 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, xxxxxxx xxxxxxx, code of conduct and business ethics, and other employment-related policies as are from time to time in effect (including its affiliatescollectively, and as amended or modified from time to time by the Company, the “Policies”). (c) and During the promotion Term of its interests. Notwithstanding anything contained herein Employment, Executive hereby agrees that Executive’s services will be rendered exclusively to the contraryCompany, and Executive shall not, except as set forth on Exhibit A attached hereto, directly or indirectly, render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other Person (as defined below), whether as an employee, advisor, member of a board or similar governing body, sole proprietor, independent contractor, agent, consultant, volunteer, intern, representative, or otherwise, whether or not compensated. With respect to the positions listed on Exhibit A attached hereto, Executive may do the following, provided that engage in such activities so long as such activities do not inhibit or prohibit interfere with the proper performance of Executive’s duties and responsibilities hereunder or inhibit or and/or otherwise conflict with any of the business Policies of the Company and/or its affiliates: or otherwise violate the terms of this Agreement. During the Term of Employment, Executive further agrees that Executive shall not seek, solicit, or otherwise look for employment (iwhether as an employee, consultant, or otherwise) engage in charitable, educational, religious, civic and similar types of activities and manage with any other Person (as defined below). (d) Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive services hereunder shall be required to spend on average eight days per month at performed by Executive in the Company’s corporate principal offices located in either Florida Xxxxx County, Nevada or Israel including travel. such other location as serves as Executive’s primary office; provided, that, Executive acknowledges that he shall may be required to travel as reasonably necessary to perform for business purposes during the Term of Employment. (e) Upon expiration of the Term of Employment, the delivery of a Notice of Non-Renewal or the termination of Executive’s duties hereunderemployment for any reason, upon the request of the Board or its designee, Executive shall be deemed to have resigned, in writing, from any positions Executive then holds with the Company and any of its Subsidiaries and Affiliates, including international travelmembership on any Company, Subsidiary or Affiliate boards unless otherwise determined by the Company. For purposes of this Agreement, (i) an “Affiliate” of the Company or any other Person (as defined below) shall mean a Person that directly or indirectly controls, is controlled by, or is under common control with, the Person specified; (ii) a “Subsidiary” of any Person shall mean any Person of which such Person owns, directly or indirectly, more than half of the equity ownership interests (measured either by value or by ability to elect or control the board of directors or other governing body); and (iii) a “Person” or “person” 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, in each case, whether or not for profit.

Position, Duties and Responsibilities. During (a) Commencing on the Term (as defined in Section 2.01 below)Effective Date, the Executive shall serve be employed as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the President and Chief Executive Officer of the Company (the “"President and CEO”") and shall have such duties and responsibilities as are customary for, reasonably consistent with the position of President and are consistent with, CEO such position(s) other duties and responsibilities as may, shall be assigned to him from time to time, be assigned time by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, . (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the TermTerm of Employment, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s his entire business time, attention, skill attention and efforts exclusively energies to the business and affairs interest of the Company (including its affiliates) and in performing his duties and responsibilities under this Agreement, subject to usual vacation periods and personal and sick leave in accordance with this Agreement and the promotion Company's policies, and to that end, the Executive shall not serve on the board of its interestsdirectors of other corporations or entities without the prior approval of the Board in each case, except (subject to the following sentence) for directorships of the corporations set forth on SCHEDULE 3(b) attached hereto and incorporated herein by reference and/or any subsidiary thereof; PROVIDED, that the Executive shall not devote during business hours more than 12 days per calendar year (pro rata for 2001) to such positions (subject to the occurrence of any extraordinary corporate event that may require, as a matter of fiduciary duty, the devotion of more time, such as an unsolicited takeover bid for a public company); PROVIDED FURTHER, that in any event, such positions do not materially interfere with the proper performance of the Executive's duties and responsibilities set forth in Section 3 hereof. Immediately prior to a Spin-Off, the Executive shall discuss with the Board the appropriateness of the Executive remaining the chairman of any corporation set forth on Schedule 3(b) hereto. Notwithstanding anything contained herein in this Section 3(b) to the contrary, nothing herein shall preclude the Executive may do from (i) serving on the followingboards of directors of a reasonable number of trade associations and/or charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, PROVIDED, that such activities do not inhibit or prohibit materially interfere with the proper performance of Executive’s his duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: and responsibilities set forth in Section 3 hereof. (c) Thermo shall cause (i) engage in charitable, educational, religious, civic and similar types the Executive to be elected as a member of activities and manage Executive’s personal investmentsthe Board effective as of the Effective Date, and (ii) with consent at all times during the Employment Period prior to the Spin-Off, subject to the terms and conditions hereof, the Executive to be elected as a member of the Board at each annual or other meeting of the stockholders of the Company at which directors are elected. The Parties hereby acknowledge and agree that all other nominations for election to the Board prior to the Spin-Off Date shall not be unreasonably withheldmade by the Company after consultation with the Executive. (d) Thermo shall cause the Executive to be elected as Chairman of the Board ("Chairman") on or before the Spin-Off Date, serve on the board effectiveness of directorssuch appointment to be no later than the Spin-Off Date. Upon his appointment as Chairman, managersin addition to his duties and responsibilities as President and CEO, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required have such duties and responsibilities as are reasonably consistent with the position of Chairman. (e) The Executive, in carrying out his duties and responsibilities under this Agreement, shall report directly to spend on average eight days per month at the Board. (f) In the event of a termination of employment of the Executive for any reason, the Executive shall immediately resign as a member of the Board and as a member of each of the boards of directors of the Company’s corporate offices in either Florida or Israel including travel. 's Affiliates upon which the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelserves.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as President and Chief Financial Operating Officer of Company as well as in the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by or the Board. At the Company’s request, the CEO Executive shall serve the Company and/or any of their respective nominees. its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time position as President and exclusive to Company and Executive shall (a) report to Chief Operating Officer of the Company’s CEO. In the event that the Executive, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During during the Term, and except for paid time off serves in accordance with any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent Chief Executive Officer's or compensation committee of the Board Board's (the "Compensation Committee") advance consent, which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. During (a) Commencing on the Term (as defined in Section 2.01 below)Effective Date, the Executive shall serve be employed as Senior Vice President and Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) "Senior Vice President and CFO"), and shall have such duties and responsibilities as are customary forreasonably consistent with the position of Senior Vice President and CFO and such other duties and responsibilities reasonably consistent with such position as shall be assigned to him from time to time by the President and Chief Executive Officer of the Company. (b) During the Term of Employment, the Executive shall devote his entire business time, attention and energies to the business and interest of the Company and in performing his duties and responsibilities under this Agreement, subject to usual vacation periods and personal and sick leave in accordance with this Agreement and the Company's policies, and are consistent withto that end, the Executive shall not serve on the board of directors of other corporations or entities without the prior approval of the Board in each case; PROVIDED, that notwithstanding any such approval, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance do not materially interfere with the terms proper performance of the Executive's duties and responsibilities set forth in Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests3 hereof. Notwithstanding anything contained herein in this Section 3(b) to the contrary, nothing herein shall preclude the Executive may do from (i) serving on the followingboards of directors of a reasonable number of trade associations and/or charitable organizations, provided (ii) engaging in charitable activities and community affairs, and (iv) managing his personal investments and affairs, PROVIDED, that such activities do not inhibit or prohibit materially interfere with the proper performance of his duties and responsibilities set forth in Section 3 hereof. (c) The Executive’s , in carrying out his duties hereunder or inhibit or conflict with and responsibilities under this Agreement, shall report directly to the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic President and similar types of activities and manage Executive’s personal investments, and (ii) with consent Chief Executive Officer of the Board which shall not be unreasonably withheldCompany. (d) In the event of a termination of employment of the Executive for any reason, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at immediately resign as a member of each of the boards of directors of the Company’s corporate offices in either Florida or Israel including travel. 's Affiliates upon which the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelserves (if any).

Position, Duties and Responsibilities. During Beginning on the Term Commencement Date: (as defined in Section 2.01 below), a) The Executive shall serve as, and with the title, office and authority of, Executive Vice President, Chief Administrative Officer, and General Counsel of the Company. The Executive shall also, from time to time as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Company, hold similar titles, offices and authority with the Company’s subsidiaries and its successors. (b) The Executive shall have all powers, authority, duties and responsibilities usually incident to the positions and offices of Executive Vice President, Chief Administrative Officer and General Counsel of the Company. The Executive shall report directly to the Company’s Chief Executive Officer. (c) The Executive agrees to devote substantially all of his business time, efforts and skills to the performance of his duties and responsibilities under this Agreement; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for (i) participating in professional, educational, philanthropic, public interest, charitable, social or community activities, (ii) serving as a director or member of an advisory committee of any corporation or other entity that the Executive is serving on as of the Effective Date or, subject to prior approval of the Board of Directors of the Company (the “Board”), any other corporation or entity that is not in competition with the Company, or (iii) or managing his personal investments; provided, further, that any such activities set forth in clauses (i) through (iii) above do not materially interfere with the Chief Executive Officer Executive’s regular performance of Company (the “CEO”) and shall have such his duties and responsibilities as are customary forhereunder. (d) The Executive shall perform his duties at the offices of the Company located in Raleigh, and are consistent withNorth Carolina, such position(s) as may, but from time to time, be assigned by time the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelother locations in the proper conduct of his responsibilities under this Agreement.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Officer of Company as well as in the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of the Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by or the Board. At the Company’s request, the CEO Executive shall serve the Company and/or any of their respective nominees. its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to position as Chief Financial Officer of the Company’s CEO. In the event that the Executive, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During during the Term, and except for paid time off serves in accordance with any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent Chief Executive Officer's or compensation committee of the Board Board's (the "Compensation Committee") advance consent, which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Chief Executive Officer or the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Chief Executive Officer or the Compensation Committee.

Position, Duties and Responsibilities. (a) During the Term (as defined in Section 2.01 below)of Employment, the Executive shall serve as Chief Financial Executive Officer of Company as well as in the Company, and shall perform such other positions or capacities duties consistent with his position as may be reasonably requested assigned to him from time to time by the Board Board. The Executive shall also be nominated for election as a member of Directors the Board, at all applicable times during the Term of Employment. At the Company’s request, the Executive shall serve the Company (and/or its subsidiaries and affiliates in other capacities in addition to the “Board”) or foregoing, consistent with the Executive’s position as Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary forCompany. In the event that the Executive, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During during the Term, and except for paid time off serves in accordance with any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Articles 4 through 7 hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Articles 4 through 7 hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of Section 3.01(G) below or absences due to illness or incapacitythis Agreement. During his employment with the Company, the Executive shall devote substantially all of Executive’s his business time, attention, skill time and efforts exclusively attention to the business and affairs of the Company (including its affiliates) and the promotion of shall use his best efforts, skills and abilities to promote its interests. Notwithstanding anything contained herein . (b) The Executive shall be permitted to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict serve on corporate boards with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent compensation committee of the Board Board's (the "Compensation Committee") advance consent, which shall not be unreasonably withheld. In addition, serve on the board of directorsExecutive may engage in religious, managers, advisors (charitable or their equivalent) of outside business enterprises for up other community activities as long as such services and activities are disclosed to 30 hours the Compensation Committee and do not individually or in the aggregate per calendar quarter (including but not limited interfere with the Executive’s performance of his duties to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices ; provided, that if the Executive serves on a board, committee or similar body of any such religious, charitable or community organization or if the Executive engages in either Florida teaching, speaking or Israel including travel. writing engagements in connection with such activities, the Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travelwill receive prior written approval from the Compensation Committee.