Common use of Title and Duties Clause in Contracts

Title and Duties. During the Employment Period, Executive shall serve as the President of the Company as well as President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary"). Executive shall report to the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are from time to time necessary in connection with the management and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the President, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of his duties hereunder.

Title and Duties. During the Employment Period, The Executive's title is Chairman and Chief Executive shall serve as the President Officer of SFX Entertainment and all other worldwide live entertainment businesses now or hereafter owned by the Company as well as President of each U.S. subsidiary of or any other entity in control of, controlled by, or under common control with the Company which is actively engaged in (the conduct of a business (an "Active SubsidiaryEntertainment Businesses"). The Executive's office will be based in Houston, Texas. The Executive shall report to will perform job duties that are usual and customary for this position, and will perform additional services and duties that the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are from time to time necessary in connection with the management and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower ) or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer of the Company may from time to time designate that are consistent with the usual and shall have customary duties of this position. The Executive will report to the duties and exercise the powers Chief Operating Officer of the President, as described in Company. Notwithstanding the Company's Bylaws as in effect as first sentence of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws this paragraph to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority Operating Officer may assign or reassign to cause the employment any subsidiary or appointment of such employees and agents affiliate of the Company (and of each Active Subsidiary) as any live entertainment businesses which otherwise would be assigned to SFX Entertainment unless the proper conduct of operations may require (other than such officers of the Company as, pursuant Executive objects in writing to the Company's Bylaws as in effect on Chief Operating Officer about such assignment or reassignment within 30 days following written notice to the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion Executive of such compensation that includes stock option assignment or other equity reassignment. If the Executive fails to timely object to such assignment or equity-based element Execution Copy. reassignment, the Executive shall be subject deemed conclusively to have consented thereto for all purposes. The Executive will devote his full working time and efforts to the approval business and affairs of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under . To the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family extent that do it does not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not substantially interfere with the performance of his duties hereunderand responsibilities under this Agreement, the Executive will be permitted to (i) manage his personal, financial, and legal affairs, and (ii) serve on corporate, civic, or charitable boards and committees (it being expressly understood and agreed that the Executive's continuing to serve on any such boards and/or committees on which the Executive was serving on the effective date of this Agreement shall be deemed not to interfere with the performance of the Executive's duties and responsibilities under this Agreement).

Title and Duties. (a) During the Employment PeriodTerm, Executive shall serve continue to be employed as the President and Chief Executive Officer of the Company as well as Company. He shall further perform such reasonable executive and managerial responsibilities and duties consistent with the title and positions of President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary")and Chief Executive Officer. Executive shall report to the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall render such managerialdevote substantially all of his business skill, analyticaltime and effort to his employment hereunder and, administrativeother than as specifically provided for herein, marketing shall not serve as an employee, director or consultant of any other entity without the consent of the Board, provided, however, that he shall be entitled annually to vacation and other executive services sick leave pursuant to policies adopted by the Company and its subsidiaries as are from time to time necessary in connection with for executive officers of the management and affairs Company. It is understood that Executive may, without the consent of the Company and its subsidiaries, as such may be determined from time to time by or the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating continue to participate in the ownership and divesting tower or other communication sites and related properties, and financing activities relating serve on the board of directors of the businesses set forth on Exhibit A hereto (subject to the foregoing limitations set forth on Exhibit A) (together with all reasonably related activities, the "BusinessPermitted Non-ADMA Activities"). Without limiting the foregoingIn addition, Executive shall be the Chief Operating Officer may serve on Boards of Directors, Boards of Trustees or other similar positions for up to two company or companies (whether for profit or not for profit) at any time that do not compete with the Company and shall have the duties and exercise the powers of the Presidentdo not interfere with his ability to satisfy his obligations hereunder; provided, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermorehowever, notwithstanding anything in the Company's Bylaws that, with respect to the contraryfor profit entities, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be service is subject to the approval of the Company's Board (or a Committee thereof), which shall not be unreasonably withheld or delayed. In addition, Executive may manage his personal financial affairs and participate in civic and charitable endeavors provided that such activities do not unreasonable interfere with his ability to satisfy his obligations hereunder. (b) Executive currently serves, and shall continue to serve after the consummation of Directorsthe Reverse Merger, on the Board and the Company shall, subject to its fiduciary duties, continue to nominate him, and recommend his election, to remove or suspend the Board during the Term. In the event that Executive's employment terminates for any such employee or agent who reason, he shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by resign immediately from the Board, any officer subordinate unless otherwise mutually agreed. If he fails to Executive. Executive shall devote his best efforts do so, he will be deemed to have violated the terms of this Agreement and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) he will be deemed to have resigned from the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of his duties hereunderBoard.

Title and Duties. During the Employment PeriodTerm, Executive shall serve continue to be employed as the Executive Vice President and Chief Financial Officer of the Company as well as Company. He shall further perform such reasonable executive and managerial responsibilities and duties consistent with the title and positions of Executive Vice President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary")and Chief Financial Officer. Executive shall report to the President and Chief Executive Officer of the Company. Executive shall devote substantially all of his business skill, time and effort to his employment hereunder and, other than as specifically provided for herein, shall not serve as an employee, director or consultant of any other entity without the consent of the Board of Directors of the Company (the "Board"). During the Employment Period, Executive provided, however, that he shall render such managerial, analytical, administrative, marketing be entitled annually to vacation and other executive services sick leave pursuant to policies adopted by the Company and its subsidiaries as are from time to time necessary in connection with for executive officers of the management and affairs Company. It is understood that Executive may, without the consent of the Company and its subsidiaries, as such may be determined from time to time by or the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating continue to participate in the ownership and divesting tower or other communication sites and related properties, and financing activities relating serve on the board of directors of the businesses set forth on Exhibit A hereto (subject to the foregoing limitations set forth on Exhibit A) (together with all reasonably related activities, the "BusinessPermitted Non-ADMA Activities"). Without limiting the foregoingIn addition, Executive shall be the Chief Operating Officer may serve on Boards of Directors, Boards of Trustees or other similar positions for up to two company or companies (whether for profit or not for profit) at any time that do not compete with the Company and shall have the duties and exercise the powers of the Presidentdo not interfere with his ability to satisfy his obligations hereunder; provided, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermorehowever, notwithstanding anything in the Company's Bylaws that, with respect to the contraryfor profit entities, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be service is subject to the approval of the Company's Board of Directors(or a Committee thereof), to remove which shall not be unreasonably withheld or suspend any delayed. In addition, Executive may manage his personal financial affairs and participate in civic and charitable endeavors provided that such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not unreasonable interfere with the performance of his duties ability to satisfy his obligations hereunder.

Title and Duties. During For the Employment Periodperiod July 1, 2012, through December 31, 2013, the Executive shall serve continue to render his services as the President Chief Executive Officer of the Company as well Company. Executive shall also serve as President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business Holdings, Everest Re Group, Ltd. (an "Active Subsidiary")“Group”) and Everest Reinsurance Company. Executive shall will report to the Board of Directors Chairman and Chief Executive Officer of the Group (“Group CEO”) and shall perform duties consistent with this position as the Group CEO shall request, shall abide by Company (the "Board"). During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are policies in effect from time to time, and shall devote his full business time necessary in connection with and best efforts to his duties hereunder and the management business and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the President, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention (except for permitted during vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries). The Executive shall perform his duties and responsibilities to the best may volunteer a reasonable portion of his abilities in a diligentnon-working time to charitable, trustworthycivic and professional organizations, business like and efficient manner. Notwithstanding the foregoing, nothing herein as shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the proper performance of his duties and obligations hereunder, provided the Executive shall not serve on any other board of directors of a public or private "for profit" company without the prior consent of the Group CEO. Executive will be based at the Company's facility currently located in Liberty Corner, New Jersey, subject to customary travel and business requirements. Effective January 1, 2014, the Executive shall serve as Chief Executive Officer of each of Group, Holdings and Everest Reinsurance Company and will report to the Chairman of the Group (“Group Chairman”) and shall perform duties consistent with this position as the Group Chairman shall request, shall abide by Company policies in effect from time to time, and shall devote his full business time and best efforts to his duties hereunder and the business and affairs of the companies over which he presides (except during vacation periods and periods of illness or other incapacity). While Executive serves as Chief Executive Officer of the Group, if not previously appointed, the Board of Directors (“Board”) of Group shall appoint Executive to the Group Board, and thereafter the Group Board shall nominate Executive for re-election as a member of its Board at each annual shareholders meeting during the Term of this Agreement, including any extension thereof. If elected to the Board by Group’s shareholders, Executive shall serve on the Group Board without additional compensation. Executive shall also serve, subject to his election, as a director and officer of any corporation which is a subsidiary or affiliate of the Company or Group, if elected by the stockholders or the board of directors of such corporation; provided, however, that in no event shall Executive be required to serve as a director of the Company unless he consents to do so. The Executive may volunteer a reasonable portion of his non-working time to charitable, civic and professional organizations, as shall not interfere with the proper performance of his duties and obligations hereunder, provided the Executive shall not serve on any other board of directors of a public or private "for profit" company without the prior consent of the Group Chairman. Executive will be based at the Company's facility currently located in Liberty Corner, New Jersey, subject to customary travel and business requirements.

Title and Duties. During the Employment Period, Executive (i) Consultant shall serve as a consultant to the President Company. (ii) Consultant's term shall continue the term of his original contract as Chairman for an initial term of one (1) year, which term commences on March 1, 2005. The term of this Agreement shall be automatically extended on the day after the 12-month anniversary of the Company as well as President of each U.S. subsidiary commencement of the Company which is actively engaged term of this Agreement for an additional one (1)-year period unless, with respect to any such extension, either party notifies the other in writing, not less than 60 days prior to any anniversary hereof, that he or it, as the conduct case may be, desires to terminate this Agreement as of a business the end of its term. (an "Active Subsidiary"). Executive iii) Consultant shall report to the Chief Executive Officer ("CEO") or Board of Directors of the Company (the "Board")) of the Company and in his capacity as Consultant shall perform such duties and services as may be appropriate and as are assigned to him by the CEO or the Board. During the Employment Periodterm of this Agreement, Executive Consultant shall, subject to the direction of the CEO, perform such duties and functions as shall render be requested by the CEO from time-to-time. (iv) During the term of this Agreement, except as otherwise approved by the CEO, Consultant shall devote such managerialamount of his entire working time, analytical, administrative, marketing attention and other executive services energy to assigned tasks of the Company and in the advancement of the best interests of the Company and its subsidiaries as are shall be required. The foregoing shall not, however, preclude Consultant from time to time necessary devoting reasonable time, attention and energy in connection with the management following activities, provided that such activities do not materially interfere with the performance of his duties and affairs services hereunder: (a) serving as a director or a member of a committee of any company or organization, if serving in such capacity does not involve any conflict with the business of the Company or any subsidiary and its subsidiariessuch other company or organization is not in competition, as such may be determined from time to time by in any manner whatsoever, with the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer business of the Company or any of its subsidiaries; (b) fulfilling speaking engagements; (c) engaging in charitable and shall have the duties community activities; and exercise the powers of the President, as described in the Company's Bylaws as in effect as of the Effective Date(d) managing his personal business and investments. Furthermore, notwithstanding anything in the Company's Bylaws to the contrarySpecifically, during the Employment Periodentire term of this Agreement, Executiveincluding any extension thereof, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive Consultant shall devote his best efforts and his full the business time time, effort, skill and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform subsidiaries as required, will use his duties best efforts to promote the interests of the Company, and will discharge his responsibilities to the best of his abilities in a diligentdiligent and faithful manner, trustworthy, consistent with sound business like and efficient mannerpractices. Notwithstanding In furtherance of the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of his duties hereunder.:

Title and Duties. During From the Employment Periodfirst day of employment through December 31, 2019, the Executive shall serve as the President Chief Operating Officer of each of the Company, Group, Holdings and Everest Reinsurance Company and shall report to the Chief Executive Officer. Effective January 1, 2020, the Executive will cease to serve as well the Chief Operating Officer and shall be promoted to serve as President and Chief Executive Officer of each U.S. subsidiary of the Company, Group, Holdings and Everest Reinsurance Company which is actively engaged in the conduct of a business (an "Active Subsidiary"). Executive shall and will report to the Board of Directors of the Company Group (the "Board"). During the Employment Period) and shall perform duties consistent with these positions, Executive shall render abide by Company policies as such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are policies may be amended from time to time necessary in connection with the management and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related propertiestime, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the President, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention best efforts to his duties hereunder and the business and affairs of the companies over which he presides (except for permitted during vacation periods and reasonable periods of illness or other incapacity) ). While Executive serves as Chief Executive Officer of the Group, if not previously appointed, the Board shall appoint Executive to the conduct Group Board, and thereafter the Group Board shall nominate Executive for re-election as a member of its Board at each annual shareholders meeting during the Business term of this Agreement. If elected to the Board by Group's shareholders, Executive shall serve on the Group Board without additional compensation. At his choosing, Executive may also serve, subject to his appointment or election, as a director and the affairs officer of any corporation that is a subsidiary or affiliate of the Company and its subsidiariesor Group. The Executive shall perform his duties and responsibilities to the best may volunteer a reasonable portion of his abilities in a diligentnon-working time to charitable, trustworthycivic and professional organizations, business like and efficient manner. Notwithstanding the foregoing, nothing herein as shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the proper performance of his duties and obligations hereunder, provided the Executive shall not serve on any other board of directors of a public or private "for profit" company without the prior consent of the Board. Executive will be based at the Company's facility currently located in Liberty Corner, New Jersey, subject to customary travel and business requirements.

Title and Duties. During the Employment Period, Executive shall serve as the The Executive's title is President of the Company Company's Music-Touring Division. In this capacity Executive will render special, unique, unusual, and extraordinary personal services based on the relationships he has developed with and the experience he has had working with particular musical artists (including, without limitation, those artists identified in Exhibit B), groups, managers, and agents, his specialized knowledge of musical touring, his experience in organizing musical tours, his connections, and his intellect, all of which have peculiar value to the Company, and the loss of which cannot be reasonably or adequately compensated in an action at law for damages. In addition to performing these unique personal services, the Executive shall perform other job duties that are usual and customary for this position, and such additional duties, consistent with his position, as well as President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary"). Executive shall report to the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are may from time to time necessary in connection with direct. The Executive will report to the management Co-CEOs of the Company's Music Division, (currently) Don Law and Dxxx Xxxas. Txx Xxxxxxxve will devote his full working time and efforts to the business and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business")Company. Without limiting the foregoing, Although Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the President, as described will reside in the Company's Bylaws as in effect as of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts California and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform primary office will be in Los Angeles, his duties and responsibilities will require him to the best of his abilities in a diligent, trustworthy, business like and efficient mannertravel extensively. Notwithstanding the foregoing, nothing herein the Executive shall prohibit Executive from (i) engaging be permitted, subject to his duties to avoid competing with the Company, to devote a modest portion of his business time to personal investments and commitments not related to the business of the Company, provided that the time devoted thereto shall not interfere in personal Investment activities for himself and his family that do not give rise any material respect with the performance of the Executive's duties under this Agreement. In addition, subject to any conflict of interests the Executive's duty to avoid competing with the Company or its affiliates, (ii) subject and to prior the approval in advance of the XxxxxCompany's General Counsel, accepting directorships unrelated to the Company that which approval shall not be unreasonably withheld. Executive may serve on boards of directors of not-for-profit organizations and companies which do not give rise to any conflict of interests compete with the Company Company, provided that service on any such board of directors shall not interfere in any material respect with the performance of the Executive's services under this Agreement. Unless separately consented to in writing, nothing in this Agreement shall be construed to allow the Executive to serve as an officer, director, consultant, or its affiliates employee of Grand Entertainment, Inc. ("Grand Entertainment") or Michael Cohl, xx xxx xxxxliate of any of the foregoing, or to participate in the business in any fashion of Grand Entertainment or Michael Cohl, xxxxx xxxx by receiving dividends distributed in respect of an ownership interest not to exceed five (5%) percent of all issued and (iii) engaging in charitable and civic activitiesoutstanding shares of Grand Entertainment, so long as (i) such outside interests do dividends represent not interfere with more than the performance Executive's proportionate share of his duties hereunderthe dividends that Grand Entertainment is making to all holders of the applicable class of Grand Entertainment equity securities and (ii) without the prior written consent of the Company's General Counsel, which consent may be withheld for any reason whatsoever, the Executive does not acquire additional Grand Entertainment equity securities (other than in exchange for, or as a distribution in respect of, the Executive's current Grand Entertainment equity securities).

Title and Duties. During the Employment Period, Executive shall serve as the The Executive’s title is President of the Company Company’s Music-Touring Division. In this capacity Executive will render special, unique, unusual, and extraordinary personal services based on the relationships he has developed with and the experience he has had working with particular musical artists (including, without limitation, those artists identified in Exhibit B), groups, managers, and agents, his specialized knowledge of musical touring, his experience in organizing musical tours, his connections, and his intellect, all of which have peculiar value to the Company, and the loss of which cannot be reasonably or adequately compensated in an action at law for damages. In addition to performing these unique personal services, the Executive shall perform other job duties that are usual and customary for this position, and such additional duties, consistent with his position, as well as President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary"). Executive shall report to the Board of Directors of the Company (the "Board"). During the Employment Period, Executive shall render such managerial, analytical, administrative, marketing and other executive services to the Company and its subsidiaries as are may from time to time necessary in connection with direct. The Executive will report to the management Co-CEOs of the Company’s Music Division, (currently) Dxx Xxx and Dxxx Xxxxx. The Executive will devote his full working time and efforts to the business and affairs of the Company and its subsidiaries, as such may be determined from time to time by the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating and divesting tower or other communication sites and related properties, and financing activities relating to the foregoing (together with all reasonably related activities, the "Business")Company. Without limiting the foregoing, Although Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the President, as described will reside in the Company's Bylaws as in effect as of the Effective Date. Furthermore, notwithstanding anything in the Company's Bylaws to the contrary, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be subject to the approval of the Company's Board of Directors, to remove or suspend any such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts California and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform primary office will be in Los Angeles, his duties and responsibilities will require him to the best of his abilities in a diligent, trustworthy, business like and efficient mannertravel extensively. Notwithstanding the foregoing, nothing herein the Executive shall prohibit Executive from (i) engaging be permitted, subject to his duties to avoid competing with the Company, to devote a modest portion of his business time to personal investments and commitments not related to the business of the Company, provided that the time devoted thereto shall not interfere in personal Investment activities for himself and his family that do not give rise any material respect with the performance of the Executive’s duties under this Agreement. In addition, subject to any conflict of interests the Executive’s duty to avoid competing with the Company or its affiliates, (ii) subject and to prior the approval in advance of the XxxxxCompany’s General Counsel, accepting directorships unrelated to the Company that which approval shall not be unreasonably withheld. Executive may serve on boards of directors of not-for-profit organizations and companies which do not give rise to any conflict of interests compete with the Company Company, provided that service on any such board of directors shall not interfere in any material respect with the performance of the Executive’s services under this Agreement. Unless separately consented to in writing, nothing in this Agreement shall be construed to allow the Executive to serve as an officer, director, consultant, or its affiliates employee of Grand Entertainment, Inc. (“Grand Entertainment”) or Mxxxxxx Xxxx, or any affiliate of any of the foregoing, or to participate in the business in any fashion of Grand Entertainment or Mxxxxxx Xxxx, other than by receiving dividends distributed in respect of an ownership interest not to exceed five (5%) percent of all issued and (iii) engaging in charitable and civic activitiesoutstanding shares of Grand Entertainment, so long as (i) such outside interests do dividends represent not interfere with more than the performance Executive’s proportionate share of his duties hereunderthe dividends that Grand Entertainment is making to all holders of the applicable class of Grand Entertainment equity securities and (ii) without the prior written consent of the Company’s General Counsel, which consent may be withheld for any reason whatsoever, the Executive does not acquire additional Grand Entertainment equity securities (other than in exchange for, or as a distribution in respect of, the Executive’s current Grand Entertainment equity securities).

Title and Duties. (a) During the Employment PeriodTerm, Executive shall serve continue to be employed as the President and Chief Executive Officer of the Company as well as Company. He shall further perform such reasonable executive and managerial responsibilities and duties consistent with the title and positions of President of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary")and Chief Executive Officer. Executive shall report to the Board of Directors of the Company (the "“Board"”). During the Employment Period, Executive shall render such managerialdevote substantially all of his business skill, analyticaltime and effort to his employment hereunder and, administrativeother than as specifically provided for herein, marketing shall not serve as an employee, director or consultant of any other entity without the consent of the Board, provided, however, that he shall be entitled annually to vacation and other executive services sick leave pursuant to policies adopted by the Company and its subsidiaries as are from time to time necessary in connection with for executive officers of the management and affairs Company. It is understood that Executive may, without the consent of the Company and its subsidiaries, as such may be determined from time to time by or the Board, which shall include acquiringcontinue to participate in the ownership and serve on the board of directors of the businesses set forth on Exhibit A hereto (subject to the limitations set forth on Exhibit A) (the “Permitted Non-ADMA Activities”). In addition, owningExecutive may serve on Boards of Directors, constructing, licensing, managing-for-hire, leasing, operating and divesting tower Boards of Trustees or other communication sites and related properties, and financing activities relating similar positions for up to the foregoing two company or companies (together whether for profit or not for profit) at any time that do not compete with all reasonably related activities, the "Business"). Without limiting the foregoing, Executive shall be the Chief Operating Officer of the Company and shall have the duties and exercise the powers of the Presidentdo not interfere with his ability to satisfy his obligations hereunder; provided, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermorehowever, notwithstanding anything in the Company's Bylaws that, with respect to the contraryfor profit entities, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be service is subject to the approval of the Company's Board (or a Committee thereof), which shall not be unreasonably withheld or delayed. (b) Executive currently serves, and shall continue to serve after the consummation of Directorsthe Reverse Merger, on the Board and the Company shall, subject to its fiduciary duties, continue to nominate him, and recommend his election, to remove or suspend the Board during the Term. In the event that Executive’s employment terminates for any such employee or agent who reason, he shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by resign immediately from the Board. If he fails to do so, any officer subordinate he will be deemed to Executive. Executive shall devote his best efforts have violated the terms of this Agreement and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) he will be deemed to have resigned from the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not interfere with the performance of his duties hereunderBoard.

Title and Duties. During the Employment PeriodTerm, Executive shall serve continue to be employed as the President Executive Vice President, Chief Scientific Officer and Chief Medical Officer of the Company as well as President Company. He shall further perform such reasonable executive and managerial responsibilities and duties consistent with the title and positions of each U.S. subsidiary of the Company which is actively engaged in the conduct of a business (an "Active Subsidiary")Executive Vice President, Chief Scientific Officer and Chief Medical Officer. Executive shall report to the President and Chief Executive Officer of the Company. Executive shall devote substantially all of his business skill, time and effort to his employment hereunder and, other than as specifically provided for herein, shall not serve as an employee, director or consultant of any other entity without the consent of the Board of Directors of the Company (the "Board"). During the Employment Period, Executive provided, however, that he shall render such managerial, analytical, administrative, marketing be entitled annually to vacation and other executive services sick leave pursuant to policies adopted by the Company and its subsidiaries as are from time to time necessary in connection with for executive officers of the management and affairs Company. It is understood that Executive may, without the consent of the Company and its subsidiaries, as such may be determined from time to time by or the Board, which shall include acquiring, owning, constructing, licensing, managing-for-hire, leasing, operating continue to participate in the ownership and divesting tower or other communication sites and related properties, and financing activities relating serve on the board of directors of the businesses set forth on Exhibit A hereto (subject to the foregoing limitations set forth on Exhibit A) (together with all reasonably related activities, the "BusinessPermitted Non-ADMA Activities"). Without limiting the foregoingIn addition, Executive shall be the Chief Operating Officer may serve on Boards of Directors, Boards of Trustees or other similar positions for up to two company or companies (whether for profit or not for profit) at any time that do not compete with the Company and shall have the duties and exercise the powers of the Presidentdo not interfere with his ability to satisfy his obligations hereunder; provided, as described in the Company's Bylaws as in effect as of the Effective Date. Furthermorehowever, notwithstanding anything in the Company's Bylaws that, with respect to the contraryfor profit entities, during the Employment Period, Executive, and not the Company's Chief Executive Officer, shall have the authority to cause the employment or appointment of such employees and agents of the Company (and of each Active Subsidiary) as the proper conduct of operations may require (other than such officers of the Company as, pursuant to the Company's Bylaws as in effect on the Effective Date, are to be appointed by the Board) and to fix their compensation and terms of employment, except that any portion of such compensation that includes stock option or other equity or equity-based element Execution Copy. shall be service is subject to the approval of the Company's Board of Directors(or a Committee thereof), to remove which shall not be unreasonably withheld or suspend any delayed. In addition, Executive may manage his personal financial affairs and participate in civic and charitable endeavors provided that such employee or agent who shall have been employed or appointed under his authority or under the authority of an officer subordinate to Executive, and to suspend for cause, pending final action by the Board, any officer subordinate to Executive. Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the conduct of the Business and the affairs of the Company and its subsidiaries. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, business like and efficient manner. Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i) engaging in personal Investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Xxxxx, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as such outside interests do not unreasonable interfere with the performance of his duties ability to satisfy his obligations hereunder.