Common use of Scope of Employment Clause in Contracts

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the CompanyChief Financial Officer. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) or his/her designee. The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention attention, and energies to the advancement of the Company’s business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided Company and not to engage in any other business activities (whether as an employee, consultant, board member, advisor or in any other capacity) without prior approval from the Chief Executive Officer, except that the Executive may engage in charitable or civic activities and/or serve as an executor, trustee, or other similar fiduciary capacity, provided, however, that in no event may any activity be undertaken or continued if it would (i) engage be in charitableviolation of any provision of this Agreement or other agreement between the Executive and the Company, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive interfere with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderfor the Company, and do not create or (iii) present a potential conflict of interest with the Company’s business or fiduciary conflictinterests. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies As an employee of the Company, as well as any applicable codes the Executive will be required to comply with all Company policies and procedures. Violations of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants ’s policies may lead to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with immediate termination of the Executive’s obligations under this Agreementemployment, provided, however, that nothing in the foregoing shall alter any rights the Executive may have as set forth in Section 8 below. In connection with the Executive’s employment hereunderFurther, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any rightCompany’s premises, title or interestincluding all workspaces, furniture, documents, and Executive’s employment with other tangible materials, and all information technology resources of the Company will not infringe or violate the rights of any (including computers, data and other person or entity. The Executive represents electronic files, and warrants all internet and email) are subject to oversight and inspection by the Company that the Executive has returned all property and confidential information belonging at any time. Company employees should have no expectation of privacy with regard to any prior employerCompany premises, materials, resources, or information.

Scope of Employment. (a) The Executive’s employment by the Company as described herein shall be full-time. During the Term Term, the Executive agrees that he will (i) devote the business time and attention consistent with his position and compensation and as reasonably determined by the Board, his reasonable best efforts, and all his skill and ability to promote the interests of Employmentthe Company; and (ii) carry out his duties (A) in a competent manner and serve the Company faithfully and diligently under the direction of the Board and (B) subject to Section 10 of this Agreement. Notwithstanding the foregoing, and subject to this Section 3(c), the Executive shall be responsible for permitted to engage in charitable and civic activities and manage his personal passive investments, provided that any such activities and/or passive investments are not in a company which transacts business with the Company or its affiliates or engages in a Restricted Business (as defined in Section 8(a)) (or, if such company does transact business with the Company, or is a Restricted Business, it is a publicly held corporation and the Executive’s participation is limited to owning less than 1% of its outstanding shares or it transacts business with the Company at commercially reasonable terms as determined by the Chief Financial Officer), and further provided that any such activities (individually or collectively) do not materially interfere with the performance of those his duties consistent with or responsibilities under this Agreement. Notwithstanding anything else set forth herein, the Executive’s position Company acknowledges that the Executive is a manager of The Stagwell Group LLC (“Stagwell Advisors”), which serves as General Counselan investment advisor to Stagwell Media LP (the “Stagwell Fund”) and which performs other services for entities controlled by the Stagwell Fund. The Company agrees that the Executive may continue to serve as a manager of Stagwell Advisors, in addition to such other and carry out his duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer a manager of the Company and shall perform and discharge faithfullyStagwell Advisors, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to except as would interfere with the performance of the Executive’s his duties and or responsibilities as an employee of the Company; provided under this Agreement. The Company further agrees that the Executive may (i) engage perform services in charitableconnection with the public policy polling commonly known as the Harvard CAPS / Xxxxxx Poll which is considered an integral portion of Executive’s duties and not an outside activity, educational, religious, civic and similar types of activities and (ii) serve as an owner, advisor to or a board member of Political Games, Inc., Mark’s Leasing Inc., MTailor Inc., Medtailor LLC, and serve on the board of directors of for-profit business enterprisesgovernment advisory boards, provided that in each case to the same extent as Executive has performed such service is approved by services during the Company’s Board of Directors (the “Board”) one-year period prior to commencement thereof the Commencement Date, and in the Board’s sole discretion and only to the extent that such activities are not competitive each case except as would interfere with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s his duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations responsibilities under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term term of Employmentthis Agreement, the Executive shall be responsible for hold the performance position of Chief Science Officer and Founder and shall have those duties consistent and responsibilities customarily associated with the Executive’s position as General Counsel, in addition to such other title of Chief Science Officer plus any additional duties as may reasonably be assigned to him from time to time be assigned to the Executive by the Company. The Company shall at all times during the term of this Agreement take all steps necessary to nominate Executive as a nominee for director for the purposes of any meeting or consent of the shareholders conducted or taken during the term of this Agreement, and shall use reasonable efforts to have Executive appointed to the Science Committee. The Executive shall report directly to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) Officer. The Executive agrees will devote his full time and best efforts to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee affairs of the Company; provided provided, however, that the Executive may (i) engage in charitable, educational, religious, civic and similar types serve as a director or advisor of activities and nonprofit organizations without the approval of the Company; (ii) serve on the board as a director or advisor of directors of one (1) for-profit business enterprises, provided that in each case such service is approved by organization with the Company’s Board permission (which shall not be unreasonably withheld or delayed); provided, however, that such service shall not create a conflict of Directors (the “Board”) prior to commencement thereof in the Boardinterest with Executive’s sole discretion and only service to the extent Company; (iii) perform and participate in charitable, civic, educational, professional, community and industry affairs and other related activities; and (iv) manage Executive’s personal investments, provided, in each case, that such activities are not competitive with the business of the Company and do not (a) materially interfere, individually or in the aggregate inhibit, interfere with, or prohibit with the timely performance of the Executive’s your duties hereunder, and do not create a potential business hereunder or fiduciary conflict(b) violate any restrictive covenants. The Executive agrees shall be subject to abide by the rules, regulations, instructions, personnel practices, and policies of comply with the Company’s policies, procedures and approval practices as well as generally in effect at any applicable codes of ethics or business conduct, time and any changes therein that may be adopted from time to time by the Companytime. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. The Corporation agrees that during the Term term of Employmentthis Agreement, the Executive Corporation shall be responsible for employ Employee to perform such duties and exercise such authority which are of the performance of those duties consistent with the Executive’s position as General Counsel, in addition type and nature normally assigned to such other duties employees of a corporation of the size, stature, and nature of the Corporation, as the Board of Directors of the Corporation may from time to time be assigned assign, including, without limitation, to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfullydevelop, diligentlyimprove, invent, and to discover methods for the best remediation of the Executive’s abilitypolluted water, the Executive’s duties ground and responsibilities hereunderair. B. Employee hereby accepts such employment and agrees that during the term of this Agreement that: (bi) The Executive Employee will perform such duties in the foregoing capacity, and agrees that fiduciary duties normally applicable to corporate officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote the Executive’s full business timehis working time and attention, as well as his best efforts, skill, knowledge, attention efforts and energies to the advancement of the business and interests of the Company and abilities to the performance of his duties hereunder and to the Executive’s duties and responsibilities as an employee affairs of the Company; provided that the Executive may (i) Corporation, and shall not engage in charitableany other gainful employment or other provision of services to a third party, educationalor other commercial or business activity without the prior written consent of the Corporation; (iii) Employee will not engage in any other activities which conflict, religious, civic interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and similar types compliance with the covenants of activities and Employee contained herein; (iiiv) serve Employee will not enter into contracts or commitments on behalf of the board Corporation without the prior written authorization of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderan authorized Officer, and Employee acknowledges and agrees that he shall not have any authority to do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and so without such prior consent; and (v) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Corporation or adopted by the CompanyCorporation and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Financial Officer, in addition to such other duties duties, commensurate with his title and position, as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. The Company agrees that during the Term of Employmentthis Agreement, the Company shall employ Employee as Chairman and CEO to perform the services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time assign. B. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (i) Employee shall fully and faithfully perform such duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner, and agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee. (ii) Employee will devote his full working time and attention, as well as his best efforts and abilities to the performance of his duties hereunder and to the affairs of the Company; provided, that, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel, in addition entitled to devote such other duties time as may from time to time be assigned to reasonably required in connection with his passive personal investments, Board of Directorships, charitable and civic activities, of which the Executive by shall make the Company. The Executive shall report to the Chief Executive Officer of the Company Board aware, if and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are do not competitive interfere with the business performance of the Company and do his duties under this Agreement. (iii) Employee will not individually or engage in the aggregate inhibitany other activities which conflict, interfere with, with or prohibit otherwise adversely affect in any way the timely performance proper discharge of his duties hereunder and compliance with the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and covenants of Employee contained herein. (iv) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Company or adopted by the CompanyCompany and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position agrees to (i) serve as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the President and Chief Executive Officer of the Company and shall perform have and discharge faithfullymay exercise all the powers, diligently, and to the best of the Executive’s ability, the Executive’s duties and functions as are normal and customary to such positions and that are consistent with the responsibilities hereunder. (b) The Executive agrees set forth with respect to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of such positions in the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities 's by-laws and (ii) serve perform such other duties not inconsistent; with his position as are assigned to him, from time to time, by the Board of Directors of the Company (the "Board"). During the Term of Employment, the Executive shall (i) report directly and exclusively to the Board and (ii) devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties hereunder. Subject to Section 6, the foregoing shall not be construed to prevent the Executive from making investments in businesses or enterprises so long as such investments do not require any services on the part of the Executive in the operation of such business or enterprises of a nature or magnitude that would interfere materially with the performance of his duties hereunder or, with the consent of the Board, from serving on the board of directors of for-profit other business enterprisesentities, provided that in each case such service is approved by or otherwise devoting a reasonable amount of time to industry, civic or charitable activities. (b) During the Company’s Board Term of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business Employment, all other officers of the Company and do not individually or shall report directly to the Executive or, in the aggregate inhibitExecutive's discretion, interfere with, or prohibit the timely performance of to officers designated by the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Company agrees to use its best efforts to cause the Executive represents and warrants to be elected or appointed, or re-elected or re-appointed, as a director of the Company that at all times during the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Term of Employment. During the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunderTerm of Employment, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company so long as such service is commensurate with the Employee's duties and responsibilities to the Company. (d) The Executive's place of employment hereunder shall not use or disclose any trade secrets or other proprietary information or intellectual property be at the Company's principal executive offices in which the greater Houston, Texas metropolitan area. Moreover, the Company agrees that it will provide immunity and indemnity for the Executive or any other person or entity has any rightto the fullest extent allowed by law, title or interestthat if necessary it will amend its certificate of incorporation and by-laws to so provide, and Executive’s employment with that it will obtain errors and omissions insurance in the Company will not infringe or violate the rights amount of any other person or entity. The Executive represents and warrants to the Company that no less than $10,000,000 naming the Executive has returned all property and confidential information belonging to any prior employeras an additional insured.

Scope of Employment. (a) During While the Term of EmploymentExecutive is employed by the Company, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Executive Officer, in addition to such other duties as may from time to time be assigned to the Executive by the CompanyBoard. The Executive shall report to the Chief Executive Officer of the Company Board and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to shall devote substantially all of the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such board service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and (provided that such approval shall not be unreasonably withheld, conditioned or delayed) and, in each case, only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in each case of which the Executive has knowledge or any other person which has otherwise been communicated in writing or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants made available to the Company that the Executive has returned all property and confidential information belonging to any prior employerExecutive.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Scientific Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreements (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During 1.1 Subject to the Term of Employmentterms and conditions hereof, the Executive shall be responsible for Company hereby employs the performance of those duties consistent with the Executive’s position as General Counsel, in addition Employee to such other duties as may from time to time be assigned render services to the Company as President and Chief Executive by the Company. The Executive shall report Officer, subject to the Chief Executive Officer direction of the Board of Directors of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only or any committee thereof. Subject to the extent that such foregoing, the Employee shall be responsible, consistent with his position, for all aspects of the management, business, personnel, activities are not competitive with the business and affairs of the Company as such responsibilities reasonably are defined by the Board from time to time. 1.2 The Employee hereby accepts such employment and do not individually or in agrees faithfully to render the aggregate inhibitservices described above and to promote the interests of the Company to the best of his ability. The Employee further agrees to devote his full working time, interfere withattention, or prohibit skill and best efforts to the timely performance of the Executive’s his duties hereunder, and do under this Agreement. The Employee shall not create a potential engage in any other business or fiduciary conflict. The Executive agrees to abide by occupation during the rules, regulations, instructions, personnel practices, and policies term of employment under this Agreement without the prior written consent of the CompanyBoard, which consent the Board may withhold in its sole discretion. 1.3 The Employee shall have such power and authority, consistent with his position, as well as shall reasonably be required to enable him to perform his duties hereunder in an efficient manner, provided that in exercising such power and authority and performing such duties, he shall at all times be subject to the authority and control of the Board or any applicable codes of ethics or business conductcommittee thereof and shall report directly to the Board. 1.4 The Employee shall perform his duties hereunder principally at the Company’s offices at 1111 Marcus Avenue, Lake Success, N.Y., provided, however, that he will be required to travel and any changes therein that may be adopted render services in different locations, from time to time by as appropriate in connection with the Companyperformance of such duties. (c) The Executive represents and warrants to 1.5 Throughout the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations term of employment under this Agreement, the Company agrees to seek to cause the Employee to be elected to the Board. In connection with Employee understands and agrees that he shall not be eligible to receive any non-employee director fees or other compensation for his service on the ExecutiveBoard, other than the salary and other compensation described in Section 3 of this Agreement. Upon the termination of the Employee’s employment hereunderunder this Agreement for any reason, the Executive Employee shall not use or disclose be deemed to have automatically resigned from any trade secrets or other proprietary information or intellectual property in which position he may then hold on the Executive or any other person or entity has any right, title or interest, and Executive’s employment with Board. Such resignation shall be deemed effective immediately without the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company requirement that the Executive has returned all property and confidential information belonging to any prior employera written resignation be delivered.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Strategy Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During While the Term of EmploymentExecutive is employed by the Company, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Product Officer, in addition to such other duties as may from time to time be assigned to the Executive by the CompanyChief Executive Officer. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to shall devote substantially all of the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such board service is approved by the Company’s Board board of Directors directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and (provided that such approval shall not be unreasonably withheld, conditioned or delayed) and, in each case, only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in each case of which the Executive has knowledge or any other person which has otherwise been communicated in writing or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants made available to the Company that the Executive has returned all property and confidential information belonging to any prior employerExecutive.

Scope of Employment. (a) During the Term of Employment, the Executive agrees to (i) serve as Senior Vice President and General Counsel of the Company (or in such other position of equal or greater authority) and shall be responsible for have and may exercise all the performance of those powers, duties and functions as are normal and customary to such positions and that are consistent with the Executiveresponsibilities set forth with respect to such positions in the Company’s position as General Counsel, in addition to bylaws and (ii) perform such other duties not inconsistent with her position as may are assigned to her, from time to time be assigned to the Executive time, by the Company. The During the Term of Employment, the Executive shall devote substantially all of her business time, attention, skill and efforts to the faithful performance of her duties hereunder, and shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to and/or the best Board of Directors of the Executive’s abilityCompany (the “Board”). Subject to Section 6 hereof, the foregoing shall not be construed to prevent the Executive from making investments in businesses or enterprises so long as such investments do not require any services on the part of the Executive in the operation of such business or enterprises of a nature or magnitude that would interfere materially with the performance of her duties hereunder. (b) During the Term of Employment, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company so long as such service is commensurate with the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive’s place of employment hereunder shall be at the Company’s principal executive offices in the greater Houston, Texas metropolitan area. Moreover, the Company agrees that it will provide immunity and indemnity for the Executive represents and warrants to the Company fullest extent allowed by law, that if necessary it will amend its certificate of incorporation and bylaws to so provide, and that it will obtain errors and omissions insurance in the amount of no less than Ten Million Dollars ($10,000,000) naming the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employeras an additional insured.

Scope of Employment. (a) During A. Employee’s commencement of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as CFO to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to assign. C. Employee hereby accepts such employment and agrees that during the Executive by Term of this Agreement that: (i) Employee will perform such duties in the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligentlyforegoing capacity, and agrees that fiduciary duties normally applicable to the best officers, including, without limitation, those of the Executive’s abilityloyalty and due care, the Executive’s duties and responsibilities hereunder.shall be applicable to Employee; (bii) The Executive agrees to Employee will devote the Executive’s full business timehis working time and attention, as well as his best efforts, skill, knowledge, attention efforts and energies to the advancement of the business and interests of the Company and abilities to the performance of his duties hereunder and to the Executive’s duties and responsibilities as an employee affairs of the Company; provided . Employee agrees that any board or committee positions in any other business or organization must not conflict or interfere with Employee’s role on behalf of the Executive may Company; (iiii) Employee will not engage in charitableany other activities which conflict, educational, religious, civic interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and similar types compliance with the covenants of activities and Employee contained herein; (iiiv) serve Employee will not enter into contracts or commitments on behalf of the board Company without the prior written authorization of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that or by Company policy established for such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderpurpose, and Employee acknowledges and agrees that he shall not have any authority to do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and so without such prior consent; and (v) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Company or adopted by the CompanyCompany and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position agrees to (i) serve as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall have and may exercise all the powers, duties and functions as are normal and customary to such positions and that are consistent with the responsibilities set forth with respect to such positions in the Company’s bylaws and (ii) perform such other duties not inconsistent with his position as are assigned to him, from time to time, by the Board of Directors of the Company (the “Board”). During the Term of Employment, the Executive shall devote substantially all of his business time, attention, skill and discharge faithfully, diligently, and efforts to the best faithful performance of his duties hereunder. Subject to Section 8, the foregoing shall not be construed to prevent the Executive from making investments in businesses or enterprises so long as such investments do not require any services on the part of the Executive’s abilityExecutive in the operation of such business or enterprises of a nature or magnitude that would interfere materially with the performance of his duties hereunder. (b) During the Term of Employment, the Executive agrees to serve, if elected, as Chairman of the Company and as an officer or director of any subsidiary or affiliate of the Company so long as such service is commensurate with the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement Company. The failure of the business and interests of Executive to serve the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that Chairman at any time shall not give the Executive may Good Reason (ias defined below) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Companyterminate his employment. (c) The Executive represents and warrants During the Term of Employment, all other officers of the Company shall report directly to the Company that the Executive is under no obligations or commitmentsor, whether contractual or otherwise, that are inconsistent with in the Executive’s obligations under this Agreement. In connection with discretion, to officers designated by the Executive. (d) The Executive’s place of employment hereunderhereunder shall be at the Company’s principal executive offices in the greater Houston, Texas metropolitan area. Moreover, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which Company agrees that it will provide immunity and indemnity for the Executive or any other person or entity has any rightto the fullest extent allowed by law, title or interestthat if necessary it will amend its certificate of incorporation and bylaws to so provide, and Executive’s employment with that it will obtain errors and omissions insurance in the Company will not infringe or violate the rights amount of any other person or entity. The Executive represents and warrants to the Company that no less than Ten Million Dollars ($10,000,000) naming the Executive has returned all property and confidential information belonging to any prior employeras an additional insured.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position (i) Employee will serve as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company with the duties, powers and shall perform responsibilities of such positions set forth in the bylaws of the Company as further reasonably designated by the Board from time to time, within the framework of the Company’s policies and discharge faithfullyobjectives in effect from time to time, diligentlyor in such other or additional position as is mutually acceptable to both Employee and the Company and approved by the Board, and Employee will perform diligently to the best of his ability those duties in a manner that promotes the Executive’s abilitybusiness, interests and goodwill of the Executive’s duties and responsibilities hereunderCompany. During the Term of Employment, Employee will report only to the Board. (b) The Executive Subject to the provisions of this Agreement, effective immediately upon the Effective Date, Employee will serve as a director of the Board (a “Director”) during the Initial Term, and during the Term of Employment following the Initial Term, the Company agrees to devote use its best efforts to nominate Employee for reelection as a Director. During the Executive’s full business timeTerm of Employment, best effortsif elected, skill, knowledge, attention and energies Employee also agrees to the advancement serve as a member of the business and interests board of directors of any subsidiary or affiliate of the Company and to without additional compensation. (c) During the performance Term of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive Employment, Employee may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of not-for-profit business enterprisesorganizations, (ii) participate in charitable, civic, educational, professional, community, governmental, community or industry affairs and serve as a member of the governing board of any such organization, and (iii) manage Employee’s passive personal investments, provided that such activities do not contravene the provisions of Sections 2(a) and 2(b), Section 5 or Section 6. Employee may serve on the board of directors of for profit companies, subject in each case to the prior written consent of the Board. Employee shall retain all fees and other compensation from any such service is approved service, and the Company shall not reduce Employee’s compensation payable by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights amount of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employersuch fees.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Operating Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreements (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. The Corporation agrees that during the Term term of Employmentthis Agreement, the Executive Corporation shall be responsible for employ Employee as Senior Vice President and Chief Financial Officer to perform such duties and exercise such authority which are of the performance of those duties consistent with the Executive’s position as General Counsel, in addition type and nature normally assigned to such other duties employees of a corporation of the size, stature, and nature of the Corporation, as the Board of Directors of the Corporation may from time to time be assigned to assign, including, without limitation, the Executive by preparation of all financial statements for management, directors, investors and clients, financial control, such as strategic financial planning and annual budgets, advising and assisting management in capital development and advising management in fiscal matters. B. Employee hereby accepts such employment and agrees that during the Company. The Executive shall report to term of this Agreement that: (i) Employee will perform such duties in the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligentlyforegoing capacity, and agrees that fiduciary duties normally applicable to the best corporate officers, including, without limitation, those of the Executive’s abilityloyalty and due care, the Executive’s duties and responsibilities hereunder.shall be applicable to Employee; (bii) The Executive agrees to Employee will devote the Executive’s full business timehis working time and attention, as well as his best efforts, skill, knowledge, attention efforts and energies to the advancement of the business and interests of the Company and abilities to the performance of his duties hereunder and to the Executive’s duties and responsibilities as an employee affairs of the Company; provided that the Executive may (i) Corporation, and shall not engage in charitableany other gainful employment or other provision of services to a third party, educationalor other commercial or business activity without the prior written consent of the Corporation; (iii) Employee will not engage in any other activities which conflict, religious, civic interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and similar types compliance with the covenants of activities and Employee contained herein; (iiiv) serve Employee will not enter into contracts or commitments on behalf of the board Corporation without the prior written authorization of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderan authorized Officer, and Employee acknowledges and agrees that he shall not have any authority to do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and so without such prior consent; and (v) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Corporation or adopted by the CompanyCorporation and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. Employee’s commencement of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as President to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to the Executive by the Companyassign. The Executive shall report to the Chief Executive Officer President will also be a member of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (through the “Board”) prior to commencement thereof in Term of this Agreement and while the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time President remains employed by the Company. C. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (ci) The Executive represents Employee will perform such duties in the foregoing capacity, and warrants agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote his working time and attention, as well as his best efforts and abilities to the performance of his duties hereunder and to the affairs of the Company. The Company acknowledges that the Executive is under no obligations or commitments, whether contractual or otherwise, Employee currently performs other duties as a director of a public agency and certain public companies and as an advisor to investment funds. The Company has determined that are inconsistent such other activities do not currently conflict with the ExecutiveEmployee’s obligations under this Agreement. In connection duties on behalf of the Company and Employee agrees that such activities must not conflict or interfere with Employee’s role on behalf of the Company; (iii) Employee will not engage in any other activities which conflict, interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the Executive’s employment hereundercovenants of Employee contained herein; (iv) Employee will not enter into contracts or commitments on behalf of the Company without the prior written authorization of the Board of Directors, the Executive and Employee acknowledges and agrees that he shall not use or disclose have any trade secrets or other proprietary information or intellectual property authority to do so without such prior consent; and (v) Employee will comply with all lawful policies which from time to time may be in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with effect at the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to adopted by the Company that the Executive has returned all property and confidential information belonging conveyed to any prior employerEmployee.

Scope of Employment. (a) During A. The Company agrees that during the Term of Employmentthis Agreement, the Company shall employ Employee as President and CFO to perform the services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time assign. B. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (i) Employee shall fully and faithfully perform such duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner, and agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee. (ii) Employee will devote his full working time and attention, as well as his best efforts and abilities to the performance of his duties hereunder and to the affairs of the Company; provided, that, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counsel, in addition entitled to devote such other duties time as may from time to time be assigned to reasonably required in connection with his passive personal investments, Board of Directorships, charitable and civic activities, of which the Executive by shall make the Company. The Executive shall report to the Chief Executive Officer of the Company Board aware, if and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are do not competitive interfere with the business performance of the Company and do his duties under this Agreement. (iii) Employee will not individually or engage in the aggregate inhibitany other activities which conflict, interfere with, with or prohibit otherwise adversely affect in any way the timely performance proper discharge of his duties hereunder and compliance with the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and covenants of Employee contained herein. (iv) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Company or adopted by the CompanyCompany and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Technology Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreement (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Financial Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During 1.1 Subject to the Term of Employmentterms and conditions hereof, the Company hereby employs the Employee to render services to the Company as President and Chief Executive Officer, subject to the direction of the Board of Directors of the Company (the "Board") or any committee thereof. Subject to the foregoing, the Employee shall be responsible responsible, consistent with his position, for all aspects of the management, business, personnel, activities and affairs of the Company as such responsibilities reasonably are defined by the Board from time to time. 1.2 The Employee hereby accepts such employment and agrees faithfully to render the services described above and to promote the interests of the Company to the best of his ability. The Employee further agrees to devote his full working time, attention, skill and best efforts to the performance of those his duties under this Agreement. The Employee shall not engage in any other business or occupation during the term of this Agreement without the prior written consent of the Board, which consent the Board may withhold in its sole discretion. 1.3 The Employee shall have such power and authority, consistent with his position, as shall reasonably be required to enable him to perform his duties hereunder in an efficient manner, provided that in exercising such power and authority and performing such duties, he shall at all times be subject to the Executive’s position as General Counselauthority and control of the Board or any committee thereof and shall report directly to the Board. 1.4 The Employee shall perform his duties hereunder principally at the Company's offices at 000 Xxxx Xxxxxx, Xxxxxxxx, X.X., provided, however, that he will be required to travel and render services in addition to such other duties as may different locations, from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to as appropriate in connection with the performance of such duties. 1.5 Throughout the Executive’s duties and responsibilities as an employee term of this Agreement, the Company; provided that Company agrees to seek to cause the Executive Employee to be elected to the Board. Upon the termination of this Agreement for any reason, the Employee shall be deemed to have automatically resigned from any position he may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve then hold on the board of directors of for-profit business enterprises, provided Board. Such resignation shall be deemed effective immediately without the requirement that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may written resignation be adopted from time to time by the Companydelivered. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Business Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreement (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. Employee’s continuation of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as President to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to the Executive by the Companyassign. The Executive shall report to the Chief Executive Officer President will also be a member of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (through the “Board”) prior to commencement thereof in Term of this Agreement and while the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time President remains employed by the Company. C. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (ci) The Executive represents Employee will perform such duties in the foregoing capacity, and warrants agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote his working time and attention, as well as his best efforts and abilities to the Company that performance of his duties hereunder and to the Executive is under no obligations affairs of the Company, and shall not engage in any other gainful employment or commitmentsother provision of services to a third party, whether contractual or otherwiseother commercial or business activity without the prior written consent of the Company; (iii) Employee will not engage in any other activities which conflict, that are inconsistent interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the Executive’s obligations under this Agreement. In connection with covenants of Employee contained herein; (iv) Employee will not enter into contracts or commitments on behalf of the Executive’s employment hereunderCompany without the prior written authorization of the Board of Directors, the Executive and Employee acknowledges and agrees that he shall not use or disclose have any trade secrets or other proprietary information or intellectual property authority to do so without such prior consent; and (v) Employee will comply with all lawful policies which from time to time may be in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with effect at the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to adopted by the Company that the Executive has returned all property and confidential information belonging conveyed to any prior employerEmployee.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Executive Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company’s Board of Directors (the “Board”). The Executive shall report to the Chief Executive Officer of the Company Board and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities activities, (ii) continue in his existing advisory roles, and (iiiii) serve on the board of directors of up to two for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and thereof, which approval shall not be unreasonably withheld, but only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderCompany, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position agrees to (i) serve as General Counsel, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Vice President and Chief Executive Accounting Officer of the Company (or in such other position of equal or greater authority) and shall have and may exercise the powers, duties and functions as are normal and customary to such positions and that are consistent with the responsibilities set forth with respect to such positions in the Company’s bylaws and (ii) perform such other duties not inconsistent with his position as may be assigned to him, from time to time, by the Company, which may include some or all of the following: corporate secretary, risk management, treasury and discharge faithfullycash managements; provided, diligentlythat, the removal of any of such duties by the Company shall not give Executive Good Reason (as defined below) to terminate his employment hereunder. During the Term of Employment, the Executive shall devote substantially all of his business time, attention, skill and efforts to the best faithful performance of his duties hereunder. Subject to Section 8, the foregoing shall not be construed to prevent the Executive from making investments in businesses or enterprises so long as such investments do not require any services on the part of the Executive’s abilityExecutive in the operation of such business or enterprises of a nature or magnitude that would interfere materially with the performance of his duties hereunder. (b) During the Term of Employment, the Executive agrees to serve, if elected, as an officer or director of any subsidiary or affiliate of the Company so long as such service is commensurate with the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive’s place of employment hereunder shall be at the Company’s principal executive offices in the greater Houston, Texas metropolitan area. Moreover, the Company agrees that it will provide immunity and indemnity for the Executive represents and warrants to the Company fullest extent allowed by law, that if necessary it will amend its certificate of incorporation and bylaws to so provide, and that it will obtain errors and omissions insurance in the amount of no less than Ten Million Dollars ($10,000,000) naming the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employeras an additional insured.

Scope of Employment. (a) During A. Employee’s commencement of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as CEO to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to the Executive by the Companyassign. The Executive shall report to the Chief Executive Officer CEO will also be a member of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (through the “Board”) prior to commencement thereof in Term of this Agreement and while the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time CEO remains employed by the Company. C. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (ci) The Executive represents Employee will perform such duties in the foregoing capacity, and warrants agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote his working time and attention, as well as his best efforts and abilities to the Company that performance of his duties hereunder and to the Executive is under no obligations affairs of the Company, and shall not engage in any other gainful employment or commitmentsother provision of services to a third party, whether contractual or otherwiseother commercial or business activity without the prior written consent of the Company; (iii) Employee will not engage in any other activities which conflict, that are inconsistent interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the Executive’s obligations under this Agreement. In connection with covenants of Employee contained herein; (iv) Employee will not enter into contracts or commitments on behalf of the Executive’s employment hereunderCompany without the prior written authorization of the Board of Directors, the Executive and Employee acknowledges and agrees that he shall not use or disclose have any trade secrets or other proprietary information or intellectual property authority to do so without such prior consent; and (v) Employee will comply with all lawful policies which from time to time may be in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with effect at the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to adopted by the Company that the Executive has returned all property and confidential information belonging conveyed to any prior employerEmployee.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Medical Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge the Executive’s duties and responsibilities hereunder faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) . The Executive agrees to shall devote the Executive’s full business time, best efforts, skill, knowledgeloyalty, attention and energies efforts to the advancement of the business and interests affairs of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Companyits affiliates; provided provided, however, that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and Company, do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. Notwithstanding anything to the contrary in the Agreement or exhibits thereto, and subject to the time commitments and duration represented to the Company by the Executive, the Company consents to the Executive’s continuation of: (a) her position as a consultant for Dracen Pharmaceuticals, Inc.; (b) her position as a member of the board of directors for BeiGene; (c) her position as a consultant for Salarius Pharmaceuticals, LLC; and (d) such other consulting and board of directors positions as are consented to in writing by the Company (the “Outside Company[ies]”) during the Executive's employment with the Company. In the event any conflict of interest arises between Executive’s obligations to the Company and her obligations to the Outside Companies, Executive shall promptly recuse herself or resign, as appropriate, from the Outside Company to which the conflict is applicable. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, practices and policies of the Company, as well as any applicable codes of ethics or business conduct, Company and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During As of the effective date of this Agreement, during the Term of Employment, Employee will serve as a Senior Vice President of the Executive shall be responsible Company, with certain responsibilities for the performance of those duties consistent with subsidiaries/divisions/segments/departments set forth in Attachment I affixed hereto (hereinafter collectively referred to as "Employee's Corporate Dominion"), which are designated by the Executive’s Company departmental identification number(s). The Company's job description for Employee's position as General Counsel, in addition to such other duties as may be modified from time to time, as designated by the Company, at the Company's sole discretion. The Company may change Employee's title, duties, location of work and/or responsibilities at any time. Employee agrees to devote Employee's full time be assigned services to the Executive best of Employee's ability, using Employee's best efforts, to promote the interests and business of the Company. Employee agrees to comply with all rules, policies and procedures of the Company and Employee agrees not to engage in any type of activity which is or may be contrary to the welfare, interests, business or benefit of the Company or the business conducted by the Company now or in the future. Employee further understands and agrees that a condition of Employee's employment is to meet performance goals as established by the Company. The Executive shall report These performance goals may be adjusted by the Company, in writing to Employee, from time to time. Employee represents and warrants that there are no written or oral contracts or any other impediment which would inhibit or prohibit the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligentlyemployment herein provided for, and to the best that Employee will not utilize any trade secret, confidential information, or other intellectual property right of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to another party in the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s Employee's duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) The Executive’s employment by the Company as described herein shall be full-time. During the Term Term, the Executive agrees that he will (i) devote the business time and attention consistent with his position and compensation and as reasonably determined by the Board, his reasonable best efforts, and all his skill and ability to promote the interests of Employmentthe Company; and (ii) carry out his duties (A) in a competent manner and serve the Company faithfully and diligently under the direction of the Board and (B) subject to Section 10 of this Agreement. Notwithstanding the foregoing, and subject to this Section 3(c), the Executive shall be responsible for permitted to engage in charitable and civic activities and manage his personal passive investments, provided that any such activities and/or passive investments are not in a company which transacts business with the Company or its affiliates or engages in business competitive with that conducted by the Company (or, if such company does transact business with the Company, or does engage in a competitive business, it is a publicly held corporation and the Executive’s participation is limited to owning less than 1% of its outstanding shares), and further provided that any such activities (individually or collectively) do not materially interfere with the performance of those his duties consistent with or responsibilities under this Agreement. Notwithstanding anything else set forth herein, the Executive’s position as General Counsel, in addition to such other duties as may from time to time be assigned to Company acknowledges that the Executive is a manager of The Stagwell Group LLC (“Stagwell Advisors”), which serves as an investment advisor to Stagwell Media LP (the “Stagwell Fund”) and which performs other services for entities controlled by the CompanyStagwell Fund. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitablecontinue to serve as a manager of Stagwell Advisors, educationaland carry out his duties as a manager of Stagwell Advisors, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive except as would interfere with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s his duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations responsibilities under this Agreement. In The Company further agrees that the Executive may perform services in connection with the Executive’s employment hereunderpublic policy polling commonly known as the Harvard CAPS / Hxxxxx Poll, to the same extent as Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which has performed such services during the Executive or any other person or entity has any rightone-year period prior to the Commencement Date, title or interest, and Executive’s employment except as would interfere with the Company will not infringe performance of his duties or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employerresponsibilities under this Agreement.

Scope of Employment. (a) During the Term of EmploymentEmployment Period, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counselan employee and Chief Financial Officer in comparable publicly-traded biotechnology companies, in addition to such other duties as may from time to time be reasonably assigned to the Executive by the CompanyExecutive. The Executive shall report to the Company’s Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities activities, and (ii) serve on the board of directors of one (1) for-profit business enterprisesenterprise, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) Company prior to commencement thereof in the BoardCompany’s sole discretion discretion, and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. . (c) The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (cd) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and the Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. Employee’s continuation of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Company shall employ Employee as Chief Executive shall be responsible for Officer to perform the performance services of those duties consistent with the Executive’s position as General Counsel, in addition such nature normally assigned to such other duties employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to the Executive by the Companyassign. The Executive shall report to the Chief Executive Officer Employee will also be a member of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (through the “Board”) prior to commencement thereof in Term of this Agreement and while the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time Employee remains employed by the Company. C. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (ci) The Executive represents Employee will perform such duties in the foregoing capacity, and warrants agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote his working time and attention, as well as his best efforts and abilities to the Company that performance of his duties hereunder and to the Executive is under no obligations affairs of the Company, and shall not engage in any other gainful employment or commitmentsother provision of services to a third party, whether contractual or otherwiseother commercial or business activity without the prior written consent of the Company; (iii) Employee will not engage in any other activities which conflict, that are inconsistent interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the Executive’s obligations under this Agreement. In connection with covenants of Employee contained herein; (iv) Employee will not enter into contracts or commitments on behalf of the Executive’s employment hereunderCompany without the prior written authorization of the Board of Directors, the Executive and Employee acknowledges and agrees that he shall not use or disclose have any trade secrets or other proprietary information or intellectual property authority to do so without such prior consent; and (v) Employee will comply with all lawful policies, which from time to time may be in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with effect at the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to adopted by the Company that the Executive has returned all property and confidential information belonging conveyed to any prior employerEmployee.

Scope of Employment. (a) During A. Employee’s continuation of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as CEO to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to the Executive by the Companyassign. The Executive shall report to the Chief Executive Officer Employee will also be a member of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (through the “Board”) prior to commencement thereof in Term of this Agreement and while the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time Employee remains employed by the Company. C. Employee hereby accepts such employment and agrees that during the Term of this Agreement that: (ci) The Executive represents Employee will perform such duties in the foregoing capacity, and warrants agrees that fiduciary duties normally applicable to officers, including, without limitation, those of loyalty and due care, shall be applicable to Employee; (ii) Employee will devote his working time and attention, as well as his best efforts and abilities to the Company that performance of his duties hereunder and to the Executive is under no obligations affairs of the Company, and shall not engage in any other gainful employment or commitmentsother provision of services to a third party, whether contractual or otherwiseother commercial or business activity without the prior written consent of the Company; (iii) Employee will not engage in any other activities which conflict, that are inconsistent interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and compliance with the Executive’s obligations under this Agreement. In connection with covenants of Employee contained herein; (iv) Employee will not enter into contracts or commitments on behalf of the Executive’s employment hereunderCompany without the prior written authorization of the Board of Directors, the Executive and Employee acknowledges and agrees that he shall not use or disclose have any trade secrets or other proprietary information or intellectual property authority to do so without such prior consent; and (v) Employee will comply with all lawful policies which from time to time may be in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with effect at the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to adopted by the Company that the Executive has returned all property and confidential information belonging conveyed to any prior employerEmployee.

Scope of Employment. (a) During the Term of EmploymentEmployment Period, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General Counselan employee and Chief Commercial Officer in comparable publicly-traded biotechnology companies, in addition to such other duties as may from time to time be reasonably assigned to the Executive by the CompanyExecutive. The Executive shall report to the Company’s Chief Executive Officer of the Company and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities activities, and (ii) serve on the board of directors of one (1) for-profit business enterprisesenterprise, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) Company prior to commencement thereof in the BoardCompany’s sole discretion discretion, and only to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. . (c) The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (cd) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and the Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Executive Officer, in addition to such other duties as may from time to time be assigned to the Executive by the CompanyBoard. The Executive shall report to the Chief Executive Officer of the Company Board and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only (such approval not to be unreasonably withheld), to the extent that such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, inhibit or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, practices and policies of the Company, as well as any applicable codes of ethics or business conduct, Company and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents Company acknowledges and warrants to the Company agrees that the Executive is under no obligations intends to devote two consecutive weeks of time twice each year to engaging in clinical activities at the Xxxxxxx and Women’s Hospital (the “BWH Commitment”) and that Xxxxxxx and Women’s Hospital requires that the Executive provide a Notice to Outside Entity Regarding Partners Policies. The Executive agrees to provide the Company with that notice as soon as possible, but in any event prior to engaging in the BWH Commitment. The Executive further agrees that, other than while engaging in the BWH Commitment, the Executive will not use Xxxxxxx and Women’s Hospital support, facilities or commitmentsresources. The Company, whether contractual or otherwisein turn, that are inconsistent with agrees to grant the Executive, in addition to the Executive’s obligations under this Agreement. In connection with annual paid time off allotment, paid time off to engage in the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employerBWH Commitment.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Financial Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreements (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During A. Employee’s continuation of employment with the Company shall be conditioned upon and subject to the satisfactory completion of a background check and a drug screening test if elected by the Company, the expense of which shall be borne by the Company. B. The Company agrees that during the Term of Employmentthis Agreement, the Executive Company shall be responsible for employ Employee as CFO to perform the performance of those duties consistent with the Executive’s position as General Counsel, in addition to services identified on Exhibit A and such other duties which are of the type and nature normally assigned to such employees of a business of the size, stature, and nature of the Company, as the Board of Directors of the Company may from time to time be assigned to assign. C. Employee hereby accepts such employment and agrees that during the Executive by Term of this Agreement that: (i) Employee will perform such duties in the Company. The Executive shall report to the Chief Executive Officer of the Company and shall perform and discharge faithfully, diligentlyforegoing capacity, and agrees that fiduciary duties normally applicable to the best officers, including, without limitation, those of the Executive’s abilityloyalty and due care, the Executive’s duties and responsibilities hereunder.shall be applicable to Employee; (bii) The Executive agrees to Employee will devote the Executive’s full business timehis working time and attention, as well as his best efforts, skill, knowledge, attention efforts and energies to the advancement of the business and interests of the Company and abilities to the performance of his duties hereunder and to the Executive’s duties and responsibilities as an employee affairs of the Company; provided . Employee agrees that any board or committee positions in any other business or organization must not conflict or interfere with Employee’s role on behalf of the Executive may Company; (iiii) Employee will not engage in charitableany other activities which conflict, educational, religious, civic interfere with or otherwise adversely affect in any way the proper discharge of his duties hereunder and similar types compliance with the covenants of activities and Employee contained herein; (iiiv) serve Employee will not enter into contracts or commitments on behalf of the board Company without the prior written authorization of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that or by Company policy established for such activities are not competitive with the business of the Company and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunderpurpose, and Employee acknowledges and agrees that he shall not have any authority to do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and so without such prior consent; and (v) Employee will comply with all lawful policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted which from time to time may be in effect at the Company or adopted by the CompanyCompany and conveyed to Employee. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.

Scope of Employment. (a) During the Term of Employment, the Executive shall be responsible for the performance of those duties consistent with the Executive’s position as General CounselChief Medical Officer, in addition to such other duties as may from time to time be assigned to the Executive by the Company. The Executive shall report to the Chief Executive Officer of the Company (the “CEO”) and shall perform and discharge faithfully, diligently, and to the best of the Executive’s ability, the Executive’s duties and responsibilities hereunder. (b) The Executive agrees to devote the Executive’s full business time, best efforts, skill, knowledge, attention and energies to the advancement of the business and interests of the Company and to the performance of the Executive’s duties and responsibilities as an employee of the Company; provided that the Executive may (i) engage in charitable, educational, religious, civic and similar types of activities and (ii) serve on the board of directors of for-profit business enterprises, provided that in each case such service is approved by the Company’s Board of Directors (the “Board”) prior to commencement thereof in the Board’s sole discretion and only to the extent that such activities are not competitive with the business of the Company Company, do not create a potential business or fiduciary conflict, do not interfere with any of the Executive’s obligations to the Company, including pursuant to the Restrictive Covenants Agreements (as defined below), and do not individually or in the aggregate inhibit, interfere with, or prohibit the timely performance of the Executive’s duties hereunder, and do not create a potential business or fiduciary conflict. The Executive agrees to abide by the rules, regulations, instructions, personnel practices, and policies of the Company, as well as any applicable codes of ethics or business conduct, and any changes therein that may be adopted from time to time by the Company. (c) The Executive represents and warrants to the Company that the Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with the Executive’s obligations under this Agreement. In connection with the Executive’s employment hereunder, the Executive shall not use or disclose any trade secrets or other proprietary information or intellectual property in which the Executive or any other person or entity has any right, title or interest, and Executive’s employment with the Company will not infringe or violate the rights of any other person or entity. The Executive represents and warrants to the Company that the Executive has returned all property and confidential information belonging to any prior employer.