Common use of Duties Clause in Contracts

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing The Executive, in this Agreement his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be deemed specified and designated from time to create a partnership, joint venture or agency relationship between time by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth hereinBoard of Directors of the Company (the “Board”). Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreementmay include, and the Underwriters shall not be liable except for without limitation, the performance of such duties services for, and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, serving on the one handboard of directors of, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary any subsidiary of the Company or its respective affiliates, stockholders, creditors or employees or without any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor additional compensation. The Executive shall devote substantially all of the Company with respect Executive’s business time and effort to any the performance of the transactions contemplated hereby or Executive’s duties hereunder. Provided that the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising following activities do not interfere with the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Executive’s duties to the Company and provided that the several Underwriters have no obligation to disclose following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of such intereststhe senior housing industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Executive currently serves as a director of the duties Company and obligations expressly set forth hereinas the Chairman of the Board of the Company. The Company hereby waives agrees that the Executive shall be nominated by the Nominating and releases, Corporate Governance Committee of the Board for re-election to the fullest extent permitted by lawBoard of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company provided that, any claims at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company may have against due to disability, (b) the several Underwriters with respect Company has not notified the Executive of its intention to any breach or alleged breach terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of agency or fiduciary dutyhis intention resign from his position of Chief Executive Officer of the Company.

Duties. Nothing in this Agreement The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be deemed to create a partnership, joint venture or agency relationship between the partiesas its President and Chief Executive Officer. The Underwriters undertake Employee shall have all the powers and agrees to perform such duties and obligations only as expressly set forth herein. Such duties and obligations all of the Underwriters duties associated with respect those positions, subject to the Shares direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be determined solely reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the express provisions Chairman of this Agreement, the Board and the Underwriters Board of Directors. The Employee shall not be liable except report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementhis duties. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to During his employment under this Agreement, including the determination Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the public offering price affairs of the Shares companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and any related discounts and commissions, is an arm’ssuch additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-length commercial transaction between for-profit activities as long as such activities do not materially interfere with his work for the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing During the Employment Term, Executive shall serve the ------ Corporation in this Agreement a dual capacity, as its Vice President, or in such other capacity or capacities as may be determined by the Board (provided that his authority, duties and responsibilities shall be deemed at least commensurate in all material respects with his office, status and titles at the time of such change); and as the President and Chief Executive Officer of its wholly-owned subsidiary, Xxxx Evaluation & Testing Associates, Inc. ("BETA"). Executive shall perform such executive, administrative, development, production, marketing and other services and duties for the Corporation, or any Subsidiary, at the present location of the Corporation or any office or location less than 25 miles from such location, but in no event more than 40 miles from the principal office of BETA in Pleasantville, New York. During the Employment Term, and excluding any periods of vacation and sick leave, Executive agrees to create a partnershipdevote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, joint venture or agency relationship between to the parties. The Underwriters undertake extent necessary, to discharge the responsibilities assigned to Executive hereunder, to use Executive's reasonable best efforts to perform faithfully and efficiently such duties and obligations only as expressly set forth hereinresponsibilities. Such duties and obligations of It is anticipated that during the Underwriters with respect to the Shares shall be determined solely by the express provisions initial year of this Agreement, Executive shall devote eighty (80%) percent of his time to his responsibilities relating to BETA and twenty (20%) percent of his time to his responsibilities to the Corporation. Thereafter, Executive shall devote such time to the business of each of the Corporation and BETA as shall be agreed by Executive and the Underwriters Chief Executive Officer of the Corporation it being understood that such time shall continue to be devoted to BETA as shall be required to maintain BETA's viability and effectively operate and manage its affairs. During the Employment Term it shall not be liable except a violation of this Agreement for the performance of such Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as Executive's duties and obligations or failure to perform such in connection therewith do not unreasonably interfere with Executive's duties or obligations with respect to the Shares as are specifically set forth in under this Agreement. The Company acknowledges and agrees that: (i) Activities of Executive consistent with this Section 4 shall not permit the purchase and sale of the Shares pursuant Corporation to this Agreementterminate Executive's employment for "Cause", including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutydefined below.

Duties. Nothing The Executive, in this Agreement his capacity as General Counsel and Chief Operating Officer shall, unless the Board of Trustees of the Company (the “Board”) determines otherwise, report directly to the Company’s Chief Executive Officer Xxxx X. Xxxxxx (or his successor) and faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be deemed specified and designated from time to create a partnership, joint venture or agency relationship between time by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Board of Trustees of the Underwriters with respect to Company (the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for “Board”) (including the performance of such duties services for, and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, serving on the one handBoard of Directors of, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent any subsidiary or fiduciary affiliate of the Company or its respective affiliates, stockholders, creditors or employees or without any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor additional compensation). The Executive shall devote substantially all of the Company with respect Executive’s business time and effort to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the Executive’s duties hereunder; provided, however, that in no event shall this sentence prohibit the Executive from performing other activities, whether personal, charitable, investment (including real estate investment activities) or business and obligations expressly set forth hereinany other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties to the Company or otherwise violate the terms of the Executive’s Non-Competition Agreement (as defined below) executed by the Executive and the Company; and provided, further, that, notwithstanding the foregoing, the Executive shall have the right to continue to act as a trustee of various trusts for the benefit of family members of Xxxxxxx X. Xxxxxx (whether such trusts are in existence now or in the future) and, in connection therewith, to act as a manager of various Xxxxxx family investment entities in which one or more of the trusts is an equity owner, and nothing contained in this Section 2 shall be construed in a manner which could cause the Executive to have to violate any fiduciary duty that he may have to any such trusts or family investment entities so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company. The Company hereby waives and releases, Board may delegate its authority to take any action under this Agreement to the fullest extent permitted by law, any claims that Compensation Committee of the Company may have against Board of Trustees (the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty“Compensation Committee”).

Duties. Nothing in this Agreement The duties of the Executive shall be deemed to create those which are usually and customarily associated with the position of a partnership, joint venture or agency relationship between the partiesCo-Chief Executive Officer of a comparably-sized company. The Underwriters undertake Executive will have the duties, responsibilities and authorities as detailed in Exhibit A attached hereto and incorporated herein, as well as such other reasonably related duties, responsibilities and authorities as may be specified by the Board of Directors of MHI. The Executive shall report directly to perform such the Board of Directors of MHI for the performance of his duties. The Executive shall devote substantially all of his working time, attention, skill and reasonable best efforts to the performance of his duties hereunder in a manner that will faithfully and obligations only diligently further the business and interests of MHI. During the Employment Term, the Executive shall refrain from acting as expressly set forth herein. Such duties and obligations an employee, employer, consultant, agent, principal, partner, stockholder, officer, director, or in any other individual or representative capacity own, operate, control, assist, or participate in any business that is in competition in any way with the Employer; provided, that this prohibition shall not preclude the Executive from: (i) serving as a member of the Underwriters Board of Directors of one additional for profit company, if and only if the company is not engaged in the Business, does not constitute a conflict of interest and does not create an appearance of impropriety; (ii) engaging in charitable, civic or other volunteer activities, or (iii) owning stock of any company whose shares are listed for trading over any public or over-the-counter exchange if, and only if, (a) the Executive does not own more than five percent (5%) of such shares of any such company, and (b) the Executive does not control such company, and (c) such ownership does not constitute a conflict of interest, create an appearance of impropriety or otherwise violate any provision of applicable law. Executive acknowledges and agrees that Executive’s employment relationship is solely with respect Employer, that Employer retains all rights and authority to control Executive’s activities in carrying out the Shares shall be determined solely by the express provisions terms of this Agreement, and that the Underwriters subsidiaries of MHI and its affiliates shall not be liable except considered a joint employer of Executive for the performance of such duties and obligations any purposes under this Agreement or failure to perform such duties under any federal, state or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutylocal laws.

Duties. Nothing Executive shall devote his full-time efforts to the proper and faithful performance of all duties customarily discharged by a president for a company doing the type of business engaged in this Agreement shall be deemed by Company, as well as having responsibility for the day to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations day management of the Underwriters with respect Company, and any additional duties assigned to the Shares shall be determined solely him from time to time by the express Chief Executive Officer of Company and/or the Board of Directors of Company, consistent with the provisions of this Agreement, Section 3. Executive shall report directly to the Chief Executive Officer of Company. Executive agrees to use his best efforts and the Underwriters shall not be liable except for comply with all fiduciary and professional standards in the performance of such his duties and obligations or failure to perform such hereunder. To the extent that any additional duties or obligations with respect assigned to the Shares as are specifically Executive include the provision of services to any subsidiary or affiliate of Company, such services shall be provided without additional compensation and benefits beyond those set forth in this Agreement, and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company under this Agreement. The Company acknowledges Company, to the best of its knowledge, and agrees that: (i) Executive acknowledge that prior to the purchase and sale effective date of the Shares pursuant to this Agreement, Executive has fulfilled his duties and responsibilities as set forth in this Section 3. Executive represents and warrants to Company that, at all times during the term of this Agreement, he will continue to fulfill his duty of loyalty to Company and will act in the best interest of Company's shareholders. (a) The Executive has been engaged in the pharmaceutical business for in excess of thirty-five (35) years and has disclosed to the Company his ownership interests in Pharmeral, Inc.* and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the determination sale or licensing of various products, which transactions have in the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between past included the Company, on . The Executive further agrees to disclose any significant change in his association with said entities or in the one hand, and the several Underwriters, on the other hand, and nature of their business operations if there comes a time when underlying circumstances which have been represented to the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestsmaterially altered. The Company acknowledges that Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the Underwriters disclaim event Executive's holdings in any implied duties one individual company exceeds one percent (including any fiduciary duty)1%) of his net worth, covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, said holding will be disclosed in writing to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing The Employee shall serve as the President of the Legal ------ Enterprise Division of the Company, and the Vice President of Sales and Marketing for the Parent, as hereinafter defined, and shall report to, and be subject to the general direction and control of the Chief Executive Officer, the Chief Operating Officer (the "COO") and the Board of Directors of the Company (the "Board") or of the Parent, as applicable. The Employee shall perform such management and administrative duties, consistent with the Employee's positions, as are from time to time assigned to the Employee by the Chief Executive Officer, the COO and the Board (or by the Parent, as applicable) including developing local, regional, and national customers for the Company and its Affiliates (defined below). The Employee further agrees to use his best efforts to develop a national record retrieval business for the Parent and all of the Parent's subsidiaries. The Employee also agrees to perform, without additional compensation, such other services for the Company, and for any parent, subsidiary or affiliate corporations of the Company and any partnerships in which the Company may from time to time have an interest (herein collectively called "Affiliates"), as the Chief Executive Officer, the COO or Board shall from time to time specify, if such services are of the nature commonly associated with the positions of Employee set forth above for a company engaged in activities similar to the activities engaged in by the Company or the Parent, and to perform such other activities as are consistent with the Employee's past responsibilities as an employee of the Seller and the LEI Business; provided, that Employee shall not be required to engage in any business that is not reasonably related to the Business of the Company, as hereinafter defined, and provided further, that Employee shall under no circumstances be required by the Company or the Parent to relocate his primary residence. For purposes of this Agreement, the "Business of the Company" or, alternatively, "Business" shall be defined as the current business of the Company, including, but not limited to, the marketing and providing of record retrieval and litigation support services in the California area, as well as the national record retrieval business for the Parent and its subsidiaries contemplated above. The term "Company" as used in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake include and refer to perform all such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyAffiliates.

Duties. Nothing During the Term (as defined in Section 3), Executive shall serve FirstMerit and FirstMerit Bank as its Executive Vice President of FirstMerit and President of the Construction Financing Division of FirstMerit Bank in accordance with directions from the Chief Executive Officer. During the Employment Period, Executive shall devote Executive's exclusive business time, energies, attention and ability to the business of FirstMerit, and shall faithfully and diligently perform the duties of Executive's employment with FirstMerit and of any office or offices held by Executive in FirstMerit, provided that there shall be no set time or minimum time during which Executive shall perform such services. It is understood and agreed that, without prior written approval from the Board of Directors of FirstMerit (the "Board") (which approval shall not be unreasonably withheld to the extent such activities do not materially interfere with Executive's duties), Executive may not engage in any other business activities during the period of Executive's employment by FirstMerit, whether or not for profit or other pecuniary advantage. Notwithstanding the foregoing, (a) nothing contained in this Agreement Section 2 shall be deemed to create a partnership, joint venture preclude Executive from any investment or agency relationship between activity that existed at the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions time of this Agreement, which were disclosed by Executive to FirstMerit and do not materially interfere with Executive's duties; (b) Executive may make personal financial investments after the Underwriters shall date of this Agreement which do not involve any active participation on Executive's part, (c) Executive may engage in charitable, educational, religious, civic, trade associations and similar types of activities, and (d) Executive may serve on the board of directors of such other entities as may be liable except for approved by the Board; provided, however, that any such activities described in item (c) above must be approved in advance by the Board, and any such activities described in items (c) and (d) above (i) must not interfere with the business or the performance of such the Executive's duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to under this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) must not conflict with policies concerning conflicts of interest. Any director's or other fees received by the Executive related to activities described in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iiia) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (ivd) the several Underwriters and their respective affiliates above may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted retained by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyExecutive.

Duties. Nothing in this Agreement Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect devote his full-time efforts to the Shares shall be determined solely proper and faithful performance of all duties customarily discharged by a President and Chief Executive Officer for a company doing the type of business engaged in by Company, as well as having responsibility for the day-to-day management of Company, and any additional duties assigned to him from time to time by the express provisions Board of this Agreement, Directors of Company. Executive shall report directly to the Board of Directors of Company. Executive agrees to use his best efforts and the Underwriters shall not be liable except for comply with all fiduciary and professional standards in the performance of such his duties hereunder. Executive shall provide services to any subsidiary or affiliate of Company without additional compensation and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically benefits beyond those set forth in this Agreement. The , and any compensation and benefits provided to Executive for such services shall be a credit with regard to amounts due from Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to under this Agreement. Executive represents and warrants to Company that, at all times prior to the Effective Date when he has served as its President and Chief Executive Officer and at all times during the Term, he has either fulfilled or will fulfill his duty of loyalty to Company; and he has either acted or will act in the best interests of Company’s shareholders. Executive has been engaged in the pharmaceutical business for over forty (40) years and has disclosed to Company his ownership interests in Pharmeral, Inc. and Pharmaceutical Ventures, Ltd., as well as his interest as a creditor of Liquipharm, Inc. His involvement with respect to these companies has been disclosed, including but not limited to the determination sale or licensing of various products, which transactions have in the public offering price past included Company. Executive further agrees to disclose any significant change in his association with said entities or in the nature of their business operations if there comes a time when the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and underlying circumstances represented to the Company are capable materially altered. Executive maintains a personal investment portfolio which includes various pharmaceutical holdings. In the event Executive’s holdings in any one individual company exceeds one percent (1%) of evaluating and understanding and understand and accept the termshis net worth, risks and conditions of the transactions contemplated by this Agreement; (ii) said holdings will be disclosed in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, writing to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement During the Employment Period, the Executive shall be deemed do and perform all services and acts necessary or advisable to create a partnership, joint venture or agency relationship between fulfill the parties. The Underwriters undertake to perform such duties and obligations only as expressly responsibilities of the Executive’s positions and shall render such services on the terms set forth herein. Such In addition, the Executive shall have such other executive and managerial powers and duties and obligations of the Underwriters with respect as may be reasonably assigned to the Shares shall be determined solely Executive by the express provisions Board of Directors of Centers (the “Centers Board”) or the Board of Directors of Holdings (the “Holdings Board”), as applicable, commensurate with the Executive’s positions. The Executive shall report solely and directly to the Holdings Board. The Executive’s duties, titles and responsibilities shall not be changed materially at any time without his consent (other than during any period where the Executive is incapacitated due to physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of absence, or as otherwise provided in this Agreement, the Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the Underwriters shall best of the Executive’s ability, to the duties and responsibilities of the Executive’s positions in furtherance of the business affairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, the Executive is permitted, to the extent such activities do not be liable except for substantially interfere with the performance of such his duties and obligations responsibilities under this Agreement or failure create an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to perform such (a) manage his personal, financial, and legal affairs, (b) serve on civic or charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or obligations with respect fulfill speaking engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive shall at all times be subject to, comply with, observe and carry out faithfully to the Shares best of his ability and in all material respects (x) Centers lawful rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) either the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby Centers Board or the process leading thereto (irrespective of whether such Underwriter has advised Holdings Board may from time to time reasonably establish or is currently advising the Company on other matters); and (iv) the several Underwriters and approve for their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyexecutive officers.

Duties. Nothing During the Term, the Executive shall serve in the Position and perform all duties and services commensurate with the Position, and such other duties reasonably assigned or delegated to him under the By-laws of the Employer or from time to time by the Board or the Employer’s Chief Executive Officer and consistent with the Position. The Executive shall devote all of the Executive’s business time and attention to the performance of the Executive’s duties under this Agreement and, during the Term, the Executive shall be deemed to create a partnershipnot engage in any other business enterprise that requires any significant amount of the Executive’s personal time or attention, joint venture or agency relationship between unless the partiesBoard gives him its prior written permission. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters Executive will at all times comply with respect all applicable laws pertaining to the Shares shall be determined solely by the express provisions performance of this Agreement, and strictly adhere to and obey all of the Underwriters ethical rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of employees of the Employer and/or its Affiliates (as defined below). The foregoing provision shall not be liable except for prevent the performance Executive’s purchase, ownership or sale of such duties and obligations any interest in any business that does not compete with the business of the Employer, or failure to perform such duties its Affiliates, or obligations with respect to the Shares as are specifically set forth Executive’s involvement in this Agreement. The Company acknowledges and agrees that: charitable or community activities, provided, that (i) the purchase time and sale attention that the Executive devotes to such business and charitable or community activities does not interfere with the performance of the Shares pursuant to his duties under this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary material portion of the Company time devoted by the Executive to charitable or its respective affiliatescommunity activities are devoted to charitable or community activities within the Employer’s market area, stockholders, creditors or employees or any other party; and (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility such conduct complies in favor all material respects with applicable policies of the Company with respect to any Employer and its Affiliates. For purposes of this Agreement, the term “Affiliate” includes (a) a corporation that is a member of the transactions contemplated hereby same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Employer, (b) a trade or business (whether or not incorporated) under common control (within the process leading thereto meaning of Section 414(c) of the Code) with the Employer, (irrespective c) any organization (whether or not incorporated) that is a member of whether such Underwriter has advised an affiliated service group (within the meaning of Section 414(m) of the Code) that includes the Employer, a corporation described in clause (a) of this paragraph or is currently advising the Company on other matters); a trade or business described in clause (b) of this paragraph, and (ivd) any other entity that is required to be aggregated with the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Employer pursuant to regulations promulgated under Section 414(o) of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCode.

Duties. Nothing in this Agreement During the Term of Employment, the Executive shall be deemed continue to create a partnershipserve as the Company's Managing Director and Secretary. In his capacity as Secretary, joint venture or agency relationship between the parties. The Underwriters undertake to Executive shall have such powers, perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters shall have such responsibilities with respect to the Shares shall Business of the Company usually pertaining and attributed by law, custom or otherwise to the office of the Secretary, except as may be determined solely expressly limited by the express provisions Board of Directors of the Company. In his capacity as Managing Director the Executive will be involved in corporate planning and development, capital raising, regional sales, marketing of corporate products and services, and approving corporate documents for signature. The Executive shall not without the prior written consent of the Company's Board of Directors, during the term of this Employment Agreement, and the Underwriters shall not be liable except for other than in the performance of such duties naturally inherent in the business of the Company as applicable, and obligations in furtherance thereof, render services of a business, professional or failure commercial nature to perform such duties any other person or obligations firm, whether for compensation or otherwise; provided, however, that so long as it does not interfere with respect his employment hereunder, the Executive may: (a) attend to outside investments and serve as a director of a corporation which does not compete with the Company; (b) serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations; (c) serve as a director, officer or employee of any other entity if and to the Shares as are specifically set forth extent consented to in this Agreementwriting by the Board of Directors of the Company. The Company acknowledges Executive shall arrange his affairs and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between lifestyle so that he can perform his duties from the Company's offices currently located at 0 Xxx Xxxxxxxxxxxx Plaza, on New York, NY 10017 or at an office facility in Orlando, Florida or at such other locations approved by the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) Executive. The Executive shall travel as reasonably required in connection with each transaction contemplated hereby and the process leading performance of his duties hereunder. If elected, the Executive may agree to such transaction each Underwriter is and has been acting solely serve any part of the Term of Employment as a principal and is not the financial advisor, agent or fiduciary any other officer of the Company or its respective affiliates, stockholders, creditors as an officer or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor director of the Company with respect to any of the transactions contemplated hereby Company's subsidiaries without any additional compensation other than as specified in this Employment Agreement, provided no other liabilities or obligations are imposed on Executive outside the process leading thereto (irrespective scope of whether such Underwriter has advised or this Employment Agreement. So long as this Employment Agreement is currently advising in effect, the Company on other matters); and (iv) the several Underwriters and their respective affiliates may Executive shall be engaged in nominated as a broad range of transactions that involve interests that differ from those member of the Company and that the several Underwriters have no obligation to disclose any Board of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Directors of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement shall be deemed to create a partnershipThe Company does hereby hire, joint venture or agency relationship between engage, and employ the parties. The Underwriters undertake to perform such duties Employee as the Chief Financial Officer and obligations only as expressly set forth herein. Such duties and obligations Senior Vice President of Finance of the Underwriters Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with respect to the Shares shall be determined solely by the express provisions of this Agreement and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and Senior Vice President of Finance of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Underwriters Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Directors of the Company as to the duties (which shall not be liable except consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of Finance of a company with a sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Directors of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Throughout the Period of Employment, Employee shall devote her full time, energy, and skill to the performance of such her duties for the Company and for the benefit of the Company and the Xxx. Xxxxxx Company Group. Employee shall exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company under this Agreement. The Company acknowledges shall furnish Employee with office, secretarial and agrees that: (i) other facilities and services as are reasonably necessary or appropriate for the purchase performance of Employee's duties hereunder and sale consistent with her position as the Chief Financial Officer and Senior Vice President of Finance of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement As Chief Financial Officer of the Company, the Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to diligently and faithfully perform such duties and obligations only functions as expressly set forth herein. Such duties and obligations may be assigned to the Executive commensurate with his position as Chief Financial Officer of the Underwriters with respect Company by the Board of Directors of the Company. The Executive shall be required hereunder to devote substantially all of the Executive’s business time and effort to the Shares business affairs of the Company and its Affiliates. The Executive shall be determined solely by responsible for directly reporting to the express provisions Board of this AgreementDirectors, and the Underwriters shall not be liable except for the performance of diligently and faithfully performing such duties and obligations or failure to perform such duties or obligations with respect functions as may be assigned to the Shares Executive commensurate with his position as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale Chief Financial Officer of the Shares pursuant to this Agreement, including Company by the determination Board of Directors of the public offering price of Company on all matters for which the Shares Executive is responsible. Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any related discounts and commissions, is an arm’s-length commercial transaction between the Company, business services on the one handExecutive’s part to any third party, and provided it does conflict with the several Underwriters, on the other hand, Executive’s duties and responsibilities to the Company are capable or the provisions of evaluating and understanding and understand and accept the termsSection 10 or Section 11 hereof, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection or conflict with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary any material published policy of the Company or its respective affiliatesAffiliates, stockholdersincluding, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisorybut not limited to, agency or fiduciary responsibility in favor the xxxxxxx xxxxxxx policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the several Underwriters have no obligation to disclose Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such interestsoffice. The All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company acknowledges or the Company had separately entered into this Agreement, except that the Underwriters disclaim Executive shall not be entitled to any implied duties (including compensation, vacation, fringe benefits, automobile allowance or other remuneration of any fiduciary duty), covenants or obligations arising kind whatsoever from the Underwriters’ performance such Affiliate of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement During the Term of Employment (or, if applicable, any Extended Term of Employment), the Executive shall be deemed to create serve as the Company's President and Chief Executive Officer, and upon election by the Company's Board of Directors (the "Board"), shall serve as a partnership, joint venture or agency relationship between member of the partiesBoard. The Underwriters undertake to perform such duties and obligations only Board shall elect the Executive as expressly set forth herein. Such duties and obligations a member of the Underwriters with respect Board prior to the Shares shall be determined solely by the express provisions execution of this Agreement, subject however to execution of this Agreement by the parties and further subject to the Underwriters shall not be liable except approval of the Bankruptcy Court for the performance District of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementDelaware. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between As the Company's President and Chief Executive Officer, on the one hand, Executive shall direct and manage the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor affairs of the Company with respect such duties, functions and responsibilities (including the right to any hire and dismiss employees (subject to approval of the transactions contemplated hereby or Board in the process leading thereto (irrespective case of whether such Underwriter has advised or is currently advising corporate officers)) as are customarily associated with and incident to the position of President and Chief Executive Officer and as the Company on other matters); and (iv) may, from time to time, require of him, subject to the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those direction of the Company and that the several Underwriters have no obligation to disclose any of such interestsCompany's Board. The Executive shall serve the Company acknowledges that faithfully, conscientiously and to the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties and obligations expressly set forth herein. The Company hereby waives and releasesmay reasonably require, to the fullest extent permitted by lawduties of the Executive's employment, any claims provided, however, that the Company may have against the several Underwriters with respect to any breach or alleged it shall not be a breach of agency this Agreement for the Executive to (1) manage his own private financial investments; or fiduciary duty(2) with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies which do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Executive shall be the principal executive offices of the Company. The Executive acknowledges that in the course of his employment he may be required, from time to time, to travel on behalf of the Company.

Duties. Nothing The Executive shall serve the Company in this Agreement an executive capacity and shall report to, and be deemed subject to create a partnershipthe general direction and control of, joint venture or agency relationship between the partiesChief Executive Officer of the Company. The Underwriters undertake to Executive shall perform such duties and obligations only responsibilities and in such capacities as expressly set forth hereinmay be established by the Board of Directors and the Chief Executive Officer from time to time. Such The Executive shall perform his duties and discharge his obligations well and faithfully and to the utmost of his ability, and shall use his best efforts to promote the success, reputation and good will of the Underwriters with respect Company and its Affiliates. The Executive also agrees to perform, without additional compensation, such services for any Affiliate as the Board of Directors may designate; provided that the Executive's performance of duties and services for any Affiliate shall not unreasonably be added to the Shares shall be determined solely by time required for performance of his assigned duties and services for the express provisions Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of this Agreementthe type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the Underwriters size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be liable except for required to relocate outside the Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and effort exclusively to the performance of such his duties and obligations responsibilities hereunder during the term of his employment and any extension or failure to perform renewal thereof. In addition, except for such duties or obligations with respect to the Shares personal and business investment activities as are specifically set forth essentially passive in this Agreement. The Company acknowledges nature and agrees that: (i) the purchase and sale do not involve any breach of the Shares pursuant fiduciary duty or duty of loyalty to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliatesAffiliates, stockholdersthe Executive shall not, creditors or employees or during the term of his employment hereunder, engage in any other party; (iii) no Underwriter has assumed activity, whether or will assume an advisorynot such activity is conducted or pursued for gain, agency profit or fiduciary responsibility other pecuniary advantage, if it conflicts or interferes with or adversely affects in favor any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company with respect to the Executive shall not, during the term of his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any of the transactions contemplated hereby or the process leading thereto (irrespective of whether other business concern conducting business for profit except for such Underwriter has advised or is currently advising the Company on other matters); personal and (iv) the several Underwriters and their respective affiliates may be engaged business investment activities as are essentially passive in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestsnature. The Company Executive acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from Executive is employed in an executive and administrative position that is not subject to overtime pay under the Underwriters’ performance of the duties federal wage and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by hour law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement Executive agrees that during the Employment Period, Executive will devote his full business time, energies and talents to serving as the President and Chief Executive Officer of the Company and the President and Chief Executive Officer of the Bank, at the direction of the Board and the Bank Board, as the case may be. Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to Executive from time to time by the Board and the Bank Board, which duties and obligations responsibilities shall be commensurate with Executive’s position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the Underwriters Board and the Bank Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. During the Employment Period, Executive shall be nominated to serve as a member of the Board and the Bank Board, subject to election by those shareholders of the Company and the Bank authorized to vote with respect to the Shares shall be determined solely by election of directors. Notwithstanding the express provisions of this Agreementforegoing, and during the Underwriters shall not be liable except for the performance of such duties and obligations or failure Employment Period, Executive may devote reasonable time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the determination extent such activities do not, in the reasonable judgment of the public offering price Board or the Bank Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Shares Employer and any related discounts and commissionsits Affiliates; provided, is an arm’s-length commercial transaction between the Companyhowever, that Executive shall not serve on the one hand, board of directors of any business (other than the Employer or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBank Board.

Duties. Nothing in this Agreement shall (a) Director agrees to serve as an independent Director of the Company and to devote as much time as is reasonably necessary to perform Director’s duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be deemed to create a partnership, joint venture or agency relationship between the partiesappointed. The Underwriters undertake to Director will perform such duties and obligations only as expressly set forth herein. Such duties and obligations described herein in accordance with the general fiduciary duty of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementdirectors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that: (i) the purchase and sale of the Shares pursuant that Director may maintain such positions. The Company also acknowledges that Director may from time to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the time provide consulting or advisory services for business entities other hand, and than the Company which are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those competitors of the Company and that Director may sit on the several Underwriters have board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as to fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no obligation to disclose way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such intereststime as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance currently intends to hold at least one regular meeting of the duties Board and obligations expressly set forth hereineach Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. The Company hereby waives Director shall be given reasonable advance notice of such meetings and releases, they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the fullest extent permitted by lawCompany at mutually convenient times and places, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyas appropriate and convenient.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Each of the Company and the Selling Stockholders acknowledges and agrees that: (ia) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Selling Stockholders or its their respective affiliates, stockholders, creditors or employees or any other party; (iiic) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholders on other matters); and (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholders and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges and the Selling Stockholders acknowledge that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement The Employee shall be deemed to create a partnership, joint venture or agency relationship between employed as the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Chief Executive Officer of the Underwriters with respect to Employer. In such capacity, the Shares Employee shall be determined solely have the responsibilities and duties customary for such offices and such other executive responsibilities and duties as are assigned by the express provisions Board of Directors (the “Board”) of the Employer which are consistent with the Employee’s position. At all times during the performance of this Agreement, the Employee will adhere to the rules and regulations (the Underwriters shall “Policies”) that have been or may hereafter be established by the Board (and any committee thereof) for the conduct of the employees of the Employer and its subsidiaries or for the position or positions held by the Employee. Until further notice from the Board, the Employee will consult regularly with Xxxx Xxxxxx and Xxxx Xxxxxxxx on management and strategy matters. The Employee will attend and participate in meetings of the Board. Subject to the completion of certain amendments to the Company’s Investor Rights Agreement to address Board voting arrangements, as discussed with the Employee, the Employee will serve on the Board of Directors for as long as he is employed as the Chief Executive Officer of the Employer (but, for the avoidance of doubt, the Employee will not be liable except for serve on the Audit Committee or Compliance Committee of the Board). The Employee agrees to devote his full time and best efforts to the performance of such his duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementEmployer. Employee will resign from the boards of directors of Factor Trust and Mariner Finance Holdings on or before January 31, 2012. The Company acknowledges Employee may continue to serve on the boards of directors of Music Training Center Holdings, LLC and agrees that: (i) Beneficial Mutual Bancorp as long as such service does not, in the purchase and sale good faith judgment of the Shares pursuant Board, materially interfere with the performance of his duties hereunder. Any additional board service or similar roles with other organizations shall be subject to this Agreement, including the determination prior approval of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBoard.

Duties. Nothing The Executive shall serve the Company as its President and Chief Executive Officer to serve in this Agreement such capacity or other capacities consistent therewith as designated by the Board of Directors of the Company (the “Company Board”) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) and shall be deemed have such duties, authorities and responsibilities as the most senior executive officer of the Company and Beacon, commensurate with the duties, authorities and responsibilities of persons in similar capacities of similarly sized companies. During the Term, the Executive shall serve the Company faithfully, diligently and to create a partnershipthe best of his ability and shall devote substantially all of his business time, joint venture or agency relationship between energy and skill to the parties. The Underwriters undertake affairs of the Company as necessary to perform such the duties of his position, and obligations only as expressly set forth herein. Such duties and obligations he shall not assume a position in any other business without the express written permission of the Underwriters with respect Beacon Board; provided that the Executive may upon disclosure to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: Beacon Board (i) serve as a member of not more than one for-profit board of directors so long as the purchase and sale of Executive receives prior written permission from the Shares pursuant Beacon Board (such permission not to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreementbe unreasonably withheld); (ii) serve in connection any capacity with each transaction contemplated hereby and charitable or not-for-profit enterprises so long as there is no material interference with the process leading Executive’s duties to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; and (iii) no Underwriter has assumed make passive investments where the Executive is not obligated or will assume an advisoryrequired to, agency or fiduciary responsibility and shall not in favor of fact, devote any managerial efforts. The Company shall have the Company with respect right to limit the Executive’s participation in any of the transactions contemplated hereby or foregoing endeavors if the process leading thereto (irrespective of whether Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such Underwriter has advised activities infringes upon, or is currently advising incompatible with, the Company on other matters); and (iv) Executive’s ability to perform the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those duties under this Agreement. On the date hereof, the Executive serves as chairman of the Company board of directors of Morristown Medical Center and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance as a member of the board of directors of Harlem Lacrosse and Leadership, both non-profit organizations, which continued service the Beacon Board hereby approves so long as there is no material interference with the Executive’s duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by lawCompany. In addition, any claims that during the Company may have against Term, the several Underwriters with respect Executive will continue to any breach or alleged breach serve as a member of agency or fiduciary dutyeach of the Boards.”

Duties. Nothing in this Agreement shall be deemed NAI agrees to create a partnershipemploy the Executive and the Executive agrees to accept employment with NAI for the Term of Employment hereinafter defined. During the Term of Employment, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect Executive, subject to the Shares shall be determined solely by the express provisions of this Agreement, shall: (a) have the title and the Underwriters duties of Executive Vice President of News Corporation, a Delaware corporation (“NEWS CORP”) and (b) be a member of the Office of the Chairman (the “OOC”) of NEWS CORP. In addition, the Executive shall not be liable except for serve as the performance Chief Executive Officer of such duties and obligations or failure to perform such duties or obligations with respect to NEWS CORP’s newly established education division (the Shares as are specifically set forth in this Agreement“Educational Division”) which shall include Wireless Generation, Inc. after it is acquired by NEWS CORP. The Company acknowledges and agrees thatAs the Chief Executive Officer of the Educational Division: (i) the purchase and sale Executive will be the most senior officer of the Shares pursuant to this Agreement, including Educational Division (other than the determination Chairman and Chief Executive Officer of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other mattersNEWS CORP); and (ii) the Executive shall have such duties and authority as are customarily associated with the position of Chief Executive Officer. The Executive shall report directly to the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP. NEWS CORP shall use its best efforts to assure that the Executive serve and continues to serve as a member of the NEWS CORP Board of Directors during the Term of Employment. During the Term of Employment the Executive shall devote substantially all of his business time and attention and give his best efforts and skill to furthering the business and interests of NEWS CORP and to the performance of such executive duties as the Chairman and Chief Executive Officer of NEWS CORP and the Deputy Chairman and Chief Operating Officer of NEWS CORP may determine, from time to time, consistent with the terms of this Agreement and which are commensurate with the scope of the Executive’s position; provided that so long as they do not in any manner interfere with his performance hereunder and are in accordance with NEWS CORP’s policies, nothing in this Agreement shall preclude the Executive from devoting time during reasonable periods to: (i) serving, with the prior approval of the Board or the NEWS CORP Chairman or Group General Counsel, as a director or member of a committee of any company or organization, (ii) delivering lectures and fulfilling speaking engagements, (iii) engaging in charitable and community activities, (iv) the several Underwriters making television appearances, (v) authoring books or articles for newspapers, magazines, online media sites or similar media; and their respective affiliates may be engaged (vi) investing his personal assets in a broad range of transactions that involve interests that differ from those of the Company such form and that the several Underwriters have no obligation to disclose any of in such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutymanner as will not violate Section 7(c) below.

Duties. Nothing During the term of this Agreement, the Executive agrees to be employed by and to serve the Corporation as its President and Chief Executive Officer, and the Corporation agrees to employ and retain the Executive in this Agreement such capacities. In such capacity, the Executive shall render such managerial, administrative and other services as are customarily associated with or incident to such position and shall perform such other duties and responsibilities for the Corporation as the Corporation may reasonably require, consistent with such position. The Executive shall devote a substantial portion of his business time, energy, and skill to the affairs of the Corporation as the Executive shall report to the Corporation's board of directors. The Corporation shall not appoint any individual to whom the Executive shall report, or who shall have the right to supervise the Executive, provided, however, that the Corporation's board of directors may appoint one or more members of the board of directors to coordinate the reporting from the Executive to the board of directors. In the event that the Corporation changes the Executive's title, working conditions or specifies duties so that the Executive's powers and duties are diminished or reduced, or include powers, duties or working conditions which are not generally consistent with the title of Chief Executive Officer, or if the Corporation changes the reporting relationship so that the Executive reports to another officer or employee, other than the Corporation's board of directors as a whole, then at any time thereafter, at the Executive's option and upon thirty days notice, and provided that such changes shall not have been rescinded or corrected to the reasonable satisfaction of the Executive within said thirty day period, the Executive shall have the right to terminate the employment relationship, and in such event, the employment shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely have been terminated by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCorporation without cause.

Duties. Nothing in this Agreement shall be deemed to create a partnershipFrom and after the Effective Date, joint venture or agency relationship between and based upon the parties. The Underwriters undertake to perform such duties terms and obligations only as expressly conditions set forth herein. Such duties and obligations of , the Underwriters with respect Company agrees to employ the Shares shall be determined solely by the express provisions of this Agreement, Employee and the Underwriters shall not Employee agrees to be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between employed by the Company, on the one handas Vice-President, Pharmaceutical Research and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Clinical Development of the Company and in such equivalent, additional or higher executive level position or positions as shall be assigned to him by the Company’s President and CEO. While serving in such executive level position or positions, the Employee shall report to, be responsible to, and shall take direction from the President and CEO of the Company. During the Term of this Employment Agreement (as defined in Section 2 below), the Employee agrees to devote substantially all of his working time to the position he holds with the Company and to faithfully, industriously, and to the best of his ability, experience and talent, perform the duties that the several Underwriters have no obligation are assigned to disclose any of such interestshim. The Company acknowledges that Employee shall observe and abide by the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance reasonable corporate policies and decisions of the duties and obligations expressly set forth hereinCompany in all business matters disclosed to employee. The Company hereby waives Employee represents and releases, warrants to the fullest extent permitted Company that Exhibit A attached hereto sets forth a true and complete list of (a) all offices, directorships and other positions held by law, any claims that the Employee in corporations and firms other than the Company may and its subsidiaries and (b) any investment or ownership interest in any corporation or firm other than the Company beneficially owned by the Employee (excluding investments in life insurance policies, bank deposits, publicly traded securities that are less than five percent (5%) of their class and real estate). The Employee will promptly notify the Board of Directors of the Company of any additional positions undertaken or investments made by the Employee during the Term of this Employment Agreement if they are of a type that if they had existed on the date hereof, should have against been listed on Exhibit A hereto. As long as the several Underwriters with respect Employee’s other positions or investments in other firms do not create a conflict of interest, violate the Employee’s obligations under Section 7 below or cause the Employee to any breach or alleged neglect his duties hereunder, such activities and positions shall not be deemed to be a breach of agency or fiduciary dutythis Employment Agreement.

Duties. Nothing The Executive shall serve as the Company’s Chief Executive Officer and President and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such positions in this Agreement a public corporation of similar size and business and subject to the direction of the Board and the Executive Chairman, shall be deemed to create a partnership, joint venture or agency relationship between have general responsibility and ultimate authority for implementation of the partiespolicies of the Company and for the management of the business and affairs of the Company. The Underwriters undertake to perform such Executive also shall have any additional duties and obligations only as expressly set forth herein. Such any additional responsibilities which may from time to time be reasonably designated by the Board or the Executive Chairman; provided that the scope of his duties and obligations the extent of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters his responsibilities shall not be liable except for substantially different from the performance of such duties and obligations or failure to perform such duties or obligations responsibilities customarily associated with respect the position of Chief Executive Officer and President in a public corporation of a similar size and business. At all times, the Executive shall be subject to the Shares as are specifically set forth in this Agreementdirection of the Board. The During the Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of the Company acknowledges and agrees thatits subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the Executive receives de minimis compensation or other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreementpecuniary advantage; (ii) invest his personal assets in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and any business that is not the financial advisor, agent or fiduciary of competitive with the Company or any of its respective affiliatessubsidiaries, stockholders, creditors or employees or provided that such investment will not require any other partyservices on the part of the Executive which would unreasonably interfere with his obligations hereunder; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company with respect to or any of its subsidiaries, provided that the transactions contemplated hereby Executive may not beneficially own five percent (5%) or the process leading thereto more of any class of such securities; (irrespective iv) serve as a director of whether such Underwriter has advised or is currently advising up to three publicly traded entities that are not competitive with the Company on other matters)or any of its subsidiaries; and (ivv) participate in any other activity approved in advance in writing by the several Underwriters and their respective affiliates may be Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a broad range of transactions that involve interests that differ from those one-hundred (100) mile radius of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany’s principal executive headquarters.

Duties. Nothing in this Agreement Executive agrees that during the Employment Period from and after the Effective Date, while Executive is employed by the Company, Executive will devote Executive’s full business time, energies and talents to serving as the President and Chief Executive Officer of the Company and the Parent, at the direction of the Board of Directors of the Parent (the “Board”). Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to Executive from time to time by the Board, shall perform all duties assigned to Executive faithfully and obligations efficiently, subject to the direction of the Underwriters with respect Board and shall have such authorities and powers as are inherent to the Shares shall be determined solely undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive will perform the duties required by this Agreement at the express provisions Company’s principal place of this Agreement, and business unless the Underwriters shall not be liable except for the performance nature of such duties and obligations or failure to perform such duties or obligations with respect to requires otherwise. So long as Executive is the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale Chief Executive Officer of the Shares pursuant Parent, he shall serve as member of the Board and if the Parent forms an Executive Committee of the Board, Executive shall serve as a member of such committee. Notwithstanding the foregoing, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the determination extent such activities do not, in the reasonable judgment of the public offering price Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Shares Parent, the Company and any related discounts and commissionstheir respective affiliates; provided, is an arm’s-length commercial transaction between the Companyhowever, that Executive shall not serve on the one hand, and board of directors of any business (other than the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent Parent or fiduciary of the Company or its their respective affiliates, stockholders, creditors ) or employees or hold any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor position with any business without receiving the prior written consent of the Company Board, which consent, with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company serving on other matters); and (iv) the several Underwriters and their respective affiliates private company boards, may not be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyunreasonably withheld.

Duties. Nothing in this Agreement Superintendent shall be deemed the Chief Executive Officer of the school system and shall have, under the direction of the Board, general supervision and management of all of the public schools and all the personnel in various personnel departments of the school system. Superintendent shall perform those duties set forth in, and be subject to, the written policy of the Board, reserving, however, those legal powers specifically vested in the superintendent by law. In furtherance and not in limitation of the authority granted by the written policy of the Board or the laws of the State of Ohio, and to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform extent such duties are not the responsibility of another superintendent or the Treasurer under law, Superintendent shall direct and obligations only as expressly set forth herein. Such duties assign teachers and obligations other employees of the Underwriters schools under her supervision, shall assign pupils to grade levels and buildings, shall organize, reorganize, and arrange the administrative and supervisory staff, both instructional and non-instructional, as best serves the Board, shall select all personnel for initial employment and make recommendations with respect to the Shares re-employment, non-renewal, layoff, and termination of existing employees, shall have the initial authority to receive and respond to complaints regarding District staff or operations, shall from time to time suggest regulations, rules and procedures deemed necessary for the well- being of the school district and, in general, perform all duties incident to the office of superintendent and such other duties as may be determined solely prescribed by Board from time to time. In performing these duties on behalf of the Board, Superintendent shall have the authority to consult with legal counsel or other professional advisors as may be reasonably necessary, subject to any limitations imposed by the express provisions of this Agreement, Board. It is expressly understood and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and agreed that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties of Superintendent may require Superintendent to work outside normal business hours and obligations expressly set forth hereinat non-school locations. The Company hereby waives Superintendent shall have the right to attend all school board meetings and releasesall school board and citizen committee meetings, serve as an ex-officio member of all school board committees, and provide administrative recommendations on each item of business considered by each of these groups. Superintendent, in her discretion, and to the fullest extent permitted by law, may delegate to other school personnel the exercise of any claims that powers and the Company may have against discharge of any duties imposed upon Superintendent. The delegation of any power or duty, shall not, however, relieve Superintendent of responsibility for the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyaction taken under such delegation.

Duties. Nothing in this Agreement The Company does hereby employ and engage the Employee as Senior Vice President Sales of the Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be deemed such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to create a partnershiptime and as provided in the Bylaws of the Company, joint venture or agency relationship between as the partiessame may be amended from time to time. The Underwriters undertake to Employee shall diligently and faithfully execute and perform such duties and obligations only as expressly set forth hereinresponsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. Such The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and obligations of responsibilities and may assign or reassign the Underwriters with respect Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the Shares shall be determined solely by the express provisions of this Agreement, business and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those affairs of the Company and shall not, during the Employment Term (as that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary dutyterm is defined below), covenants be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity will not: (a) adversely affect or obligations arising from materially interfere with the Underwriters’ performance of the Employee's duties and obligations expressly set forth herein. The Company hereby waives and releasesresponsibilities hereunder, to the fullest extent permitted by law, any claims that (b) involve a conflict of interest with the Company may have against or (c) involve activities competitive with the several Underwriters business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with respect to the Company or any breach of its subsidiaries or alleged breach divisions and manage such investment (but not be involved in the day-to-day operations of agency any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or fiduciary dutyinterfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. Nothing in this Agreement During the Employment Period, Executive shall be deemed to create employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a partnershipsenior corporate executive of the Employer and shall have the title of Chairman and Chief Executive Officer (“CEO”) of the Employer and, joint venture for so long as so elected, shall serve as the Chairman of the Board of Directors of the Employer (the “Board”). Executive shall also serve as Chairman and CEO (or agency relationship between the partiesclosest equivalent positions if not called Chairman or CEO) of all subsidiaries of the Employer that he so requests. The Underwriters undertake Employer shall cause Executive to perform such duties be nominated for reelection to the Board at the expiration of each then current term ending during the Employment Period and obligations only use commercially reasonable efforts to cause his reelection. Executive, as expressly set forth herein. Such duties Chairman and obligations of the Underwriters CEO, shall be principally responsible for all decision-making with respect to the Shares shall be determined solely by the express provisions of this Agreement, Employer and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations its subsidiaries (including with respect to the Shares as are specifically set forth hiring and dismissal of all executives and deciding which such executives shall report solely and directly to him), subject to supervision by the Board and its committees. It is understood and agreed that, notwithstanding the foregoing, the Board and its committees will have the right to request information from, ask questions of, have access to and otherwise interact in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the all respects with senior executives other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) than Executive in connection with each transaction contemplated hereby the Board’s and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriterscommittees’ performance of their duties. Executive shall report solely and directly to the Board. Executive’s duties and obligations expressly set forth herein. The Company hereby waives authority shall be commensurate with his position as Chairman and releases, to CEO of the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyEmployer as a publicly traded company.

Duties. Nothing in this Agreement shall Director agrees to serve as an independent Director of the Company and to be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake available to perform the duties consistent with such duties position pursuant to the Certificate of Incorporation and obligations only as expressly set forth herein. Such duties Bylaws of Xxxxxx & Xxxxx Education, Inc. (together, the “Organizational Documents”) and obligations the laws of the Underwriters with respect to the Shares shall be determined solely by the express provisions state of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementDelaware. The Company acknowledges that Director currently holds the other positions (“Other Employment”) and agrees that: (i) the purchase and sale of the Shares pursuant to that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement, including the determination of the public offering price of the Shares . Director confirms that he will be able to devote sufficient time and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and attention to the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading as is necessary to such transaction each Underwriter is and has been acting solely fulfill his responsibilities as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Director of the Company and that the several Underwriters have no obligation Other Employment will not in any way impact Director’s independence. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors. Director also represents that the Other Employment shall not interfere with Director’s obligations under this Agreement. Without limiting the generality of the foregoing, Director confirms that he is independent (as such term has been construed under Delaware law with respect to disclose directors of Delaware corporations). Director also confirms that (a) he does not possess material business, close personal relationships or other affiliations, or any history of any such material business, close personal relationships or other affiliations, with the Company’s equity holders or any of their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or (ii) make decisions and carry out his responsibilities as a Director of the Company, in each case in accordance with the terms of the Organizational Documents and applicable law, and (b) he has no existing or former relationship or affiliation of any kind with any competitor of the Company. By execution of this Agreement, Director accepts his appointment or election as independent Director of the Company, and agrees to serve in such interestscapacity, subject to the terms of this Agreement and with the specific responsibilities and powers set forth in the duly adopted resolutions of the Board of Directors of the Company, attached hereto as Exhibit A, until his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Company acknowledges parties hereto acknowledge and agree that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Director is being engaged to serve as an independent Director of the duties Company only and obligations expressly set forth herein. The is not being engaged to serve, and shall not serve, the Company hereby waives and releasesin any other capacity; provided, to the fullest extent permitted by law, any claims that the Company may have against determine that it is in the several Underwriters with respect best interest of the Company and/or its direct and indirect subsidiaries for Director to be appointed to the board or boards of directors or managers, as applicable, of certain of the Company’s direct or indirect subsidiaries (each a “Subsidiary Board” and collectively, the “Subsidiary Boards”) and, in such case, the Company may request that Director accept a position as independent director or manager, as applicable, of such Subsidiary Boards; provided, further that if, after agreeing to accept such a position, Director is appointed to one or more Subsidiary Boards by a valid resolution of the applicable Subsidiary Boards, the applicable subsidiaries shall be automatically deemed to be party to this agreement without any breach further action or alleged breach of agency amendment by the Company, the Director, or fiduciary dutythe applicable subsidiaries.

Duties. Nothing Executive will serve the Company in this Agreement shall be deemed the capacity of Executive Vice President, General Counsel and Secretary and, in that capacity, Executive will perform his duties to create a partnershipthe best of his abilities, joint venture or agency relationship between subject to the partiesoversight of the Company’s Chairman of the Board of Directors (the “Board”) and Chief Executive Officer (the “Chairman and CEO”). The Underwriters undertake to perform such Company agrees that Executive shall have duties and obligations only as expressly responsibilities consistent with the positions set forth herein. Such duties above in a company the size and obligations of the Underwriters nature of Blockbuster and shall at all times have such discretion and authority as is required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Chairman and CEO or the Board may impose through the Company’s authorizing resolutions or otherwise. During the Term of Employment, Executive shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect. During the Shares Term of Employment, Executive shall be determined solely by not, without the express provisions prior approval of this Agreementthe Board, and the Underwriters shall which approval will not be liable except unreasonably withheld, (a) directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other “Person” (as defined below) as an employee, advisor, member of a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated, or (b) accept appointment to or work in any capacity for any charitable or not-for-profit organization; and, in the case of clauses (a) and (b), to the extent Board approval is granted for Executive’s engagement in any such activity, Executive shall only engage in such activity to the extent that such activity does not conflict or interfere with the performance of such Executive’s duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth Company. Executive shall be entitled to manage his personal investments and affairs, to engage in this Agreementpublic speaking, and to serve, from time to time, on the board of directors (or in a comparable position) of up to two (2) charitable organizations selected by Executive, provided that such activities do not unreasonably conflict or interfere with the performance of Executive’s duties. The Company acknowledges Notwithstanding the foregoing, Executive may continue to provide service in his current capacity to the entities and agrees that: (i) the purchase and sale of the Shares pursuant organizations listed on Exhibit A to this Agreement, including provided that such activities do not unreasonably conflict or interfere with the determination performance of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between Executive’s duties to the Company. “Person” or “person” as used in this Agreement means any individual, on the one handpartnership, and the several Underwriterslimited partnership, on the corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyentity.

Duties. Nothing in this Agreement Subject to the supervision and control of the Board of Directors of the Company (the “Board”) and Xxxxxxx Xxxxxxx or any successor as Chairman of the Company (the “Chairman”), Employee shall be deemed do and perform all services and acts reasonably necessary or advisable to create a partnership, joint venture or agency relationship between fulfill the parties. The Underwriters undertake to perform such duties and obligations only as expressly responsibilities of his position including, without limitation, overall supervision and management of all day-to-day operations of the Company, and all matters pertaining to the research and development, production, distribution, sale and marketing of the Company’s products and services and the employment of the Company’s employees and shall render such services on the terms set forth herein. Such In addition, Employee shall have such other executive and managerial powers and duties and obligations of the Underwriters with respect to the Shares Company and its parent, subsidiaries, affiliates and strategic partners as may reasonably be assigned to him by the Board or the Chairman to the extent that such additional executive and/or managerial powers and duties are consistent with the Employees powers and duties with Trestle prior to September 15, 2005. Employee shall, throughout the Term, devote such portion of his working time, attention, knowledge and skills faithfully and to the best of his ability, as shall be determined solely by reasonably necessary to the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth responsibilities of his position in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale furtherance of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares business affairs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those activities of the Company and its parent, subsidiaries, affiliates and strategic partners. Executive shall be entitled to provide his personal services to third parties on behalf of Synthetica Ltd. and/or any of its affiliates, and may serve as a consultant or otherwise as a member of the board of directors of other corporations or other business entities not otherwise in competition with the business of the Company (the “Outside Services”), but in any event only to the extent any such services shall not interfere with the full performance of his duties to the Company under this Agreement. Employee hereby represents and warrants that the several Underwriters have no obligation Outside Services are and shall not be in competition with or related to disclose in any way the business of such interests. The Company acknowledges the Company, and that his Outside Services shall not interfere with the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ full performance of the his duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by lawCompany. Employee shall at all times be subject to, any claims that observe and carry out such rules, regulations, policies, directions, and restrictions as the Company Board or the Chairman may have against from time to time establish for employees of the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.”

Duties. Nothing in this Agreement The Company does hereby employ and engage the Employee as Senior Vice President & Chief Financial Officer of the Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be deemed such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to create a partnershiptime and as provided in the Bylaws of the Company, joint venture or agency relationship between as the partiessame may be amended from time to time. The Underwriters undertake to Employee shall diligently and faithfully execute and perform such duties and obligations only as expressly set forth hereinresponsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. Such The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and obligations of responsibilities and may assign or reassign the Underwriters with respect Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the Shares shall be determined solely by the express provisions of this Agreement, business and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those affairs of the Company and shall not, during the Employment Term (as that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary dutyterm is defined below), covenants be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity will not: (a) adversely affect or obligations arising from materially interfere with the Underwriters’ performance of the Employee's duties and obligations expressly set forth herein. The Company hereby waives and releasesresponsibilities hereunder, to the fullest extent permitted by law, any claims that (b) involve a conflict of interest with the Company may have against or (c) involve activities competitive with the several Underwriters business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with respect to the Company or any breach of its subsidiaries or alleged breach divisions and manage such investment (but not be involved in the day-to-day operations of agency any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or fiduciary dutyinterfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. Nothing in this Agreement shall (a) Director agrees to serve as an independent Director of the Company and to devote as much time as is reasonably necessary to perform Director’s duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be deemed to create a partnership, joint venture or agency relationship between the partiesappointed. The Underwriters undertake to Director will perform such duties and obligations only as expressly set forth herein. Such duties and obligations described herein in accordance with the general fiduciary duty of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementdirectors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that: (i) the purchase and sale of the Shares pursuant that Director may maintain such positions. The Company also acknowledges that Director may from time to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the time provide consulting or advisory services for business entities other hand, and than the Company which are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those competitors of the Company and that Director may sit on the several Underwriters have board of directors of other entities, subject to any limitations set forth by the Xxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature and use reasonable business efforts to coordinate Director’s respective commitments so as to fulfill Director’s obligations to the Company and, in any event, will fulfill Director’s legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of Director’s duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no obligation to disclose way limit Director’s activities on behalf of (i) any current employer and its Affiliates or (ii) the board of directors of any entities on which Director currently sits. At such intereststime as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance currently intends to hold at least one regular meeting of the duties Board and obligations expressly set forth hereineach Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. The Company hereby waives Director shall be given reasonable advance notice of such meetings and releases, they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the fullest extent permitted by lawCompany at mutually convenient times and places, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyas appropriate and convenient.

Duties. Nothing Executive shall have the normal duties, responsibilities, functions, and authority of the ___, subject to the power and authority of the Board of Directors of the Company (the "Board"), and Executive shall report to the CEO. Executive shall render to the Company administrative, financial, and other executive and managerial services that are consistent with Executive's position as the CEO may from time to time direct. Executive shall devote Executive's full business time and attention (except for vacation periods consistent with the terms of this Agreement and reasonable periods of illness or other incapacity) to the business and affairs of the Company, its Affiliates, and its Subsidiaries. In performing Executive's duties and exercising Executive's authority under this Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company's effort to expand the business and operate in conformity with the business and strategic plans. So long as Executive is employed by the Company, Executive shall not, without prior notification and approval of the CEO, who may approve under such procedures as the Board shall from time to time approve, serve on the board of directors of any other company for compensation or remuneration, and Executive shall not undertake, engage in or perform other activities or services for Executive's personal benefit or for the benefit of any Person other than the Company and its Subsidiaries and Affiliates if such other activities or services interfere with the performance of Executive's duties under this Agreement. Subject to the foregoing provision, nothing in this Agreement shall be deemed construed as preventing Executive from engaging in volunteer services for charitable, educational or civic organizations, serving on the board of directors of other companies without compensation or remuneration, or investing Executive's personal assets in such a manner as Executive deems to create a partnershipbe appropriate; provided, joint venture however, no such other activity shall conflict with Executive's obligations under this Agreement or agency relationship between the parties. The Underwriters undertake to perform such interfere with Executive's performance of Executive's duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of under this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement shall The Company hereby employs the Executive as an employee, and the Executive agrees to be deemed to create a partnershipemployed by the Company, joint venture or agency relationship between upon the parties. The Underwriters undertake to perform such duties terms and obligations only as expressly conditions set forth herein. Such duties and obligations While serving as an employee of the Underwriters with respect Company, the Executive shall serve as the Chief Financial Officer and Chief Administrative Officer of the Company, and be appointed to serve as the Chief Financial Officer and Chief Administrative Officer of Subsidiary. The Executive shall be the senior most financial and administrative officer of the Company and Subsidiary, shall report to the Shares Chief Executive Officer of the Company, and shall be determined solely have such power and authority and perform such duties, functions and responsibilities as are associated with an incident to such positions, and as the Chief Executive Officer may from time to time require of him; provided, however, that such authority, duties, functions and responsibilities are commensurate with the power, authority, duties, functions and responsibilities generally performed by the express provisions Chief Financial Officers and Chief Administrative Officers of this Agreementpublic companies which are similar in size and nature to, and the Underwriters financial position of, the Company, including, but not limited to, appropriate involvement in meetings of and exposure to the Board and its committees. The Chief Executive Officer shall be entitled to change the Executive’s duties in accordance with the Company’s needs, as determined in the Chief Executive Officer’s sole discretion, and such changes shall not be liable except for deemed to cause an adverse change in the performance Executive’s terms of such duties employment and obligations or failure shall not give rise to perform such duties or obligations with respect to any claim by the Shares as are specifically set forth Executive against the Company in this Agreementregard. The Company acknowledges and Executive also agrees that: (i) the purchase and sale to serve, if elected, as an officer of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent direct or fiduciary indirect subsidiary of the Company or its respective affiliatesSubsidiary, stockholdersin each such case at no compensation in addition to that provided for in this Agreement, creditors but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason). The Executive acknowledges and agrees that his duties shall include travel outside of Israel as may be necessary in order to fulfill his duties hereunder, as determined by the Chief Executive Officer in his sole discretion. The Company and the Executive confirm and agree that this Agreement is a personal employment contract and that the relationship between the parties hereto shall not be subject to any general or employees special collective employment agreement or any other party; (iii) no Underwriter has assumed custom or will assume an advisory, agency or fiduciary responsibility in favor practice of the Company with in respect to of any of the transactions contemplated hereby its other employees or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutycontractors.

Duties. Nothing The Executive shall serve the Company in this Agreement an executive capacity and shall report to, and be deemed subject to create a partnershipthe general direction and control of, joint venture or agency relationship between the partiesBoard of Directors of the Company. The Underwriters undertake to Executive shall perform such duties and obligations only responsibilities and in such capacities as expressly set forth hereinmay be established by the Board of Directors from time to time. Such The Executive shall perform his duties and discharge his obligations well and faithfully and to the utmost of his ability, and shall use his best efforts to promote the success, reputation and good will of the Underwriters with respect Company and its Affiliates. The Executive also agrees to perform, without additional compensation, such services for any Affiliate as the Board of Directors may designate; provided that the Executive's performance of duties and services for any Affiliate shall not unreasonably be added to the Shares shall be determined solely by time required for performance of his assigned duties and services for the express provisions Company. The Company agrees that it will assign to the Executive only those duties and responsibilities of this Agreementthe type, nature and dignity normally assigned to an executive employee of his position in an enterprise of the Underwriters size, stature and nature of the Company. In performing his duties hereunder, the Executive shall not be liable except for required to relocate outside the Houston, Texas area. The Executive agrees to devote his full business time, attention, skill and effort exclusively to the performance of such his duties and obligations responsibilities hereunder during the term of his employment and any extension or failure to perform renewal thereof. In addition, except for such duties or obligations with respect to the Shares personal and business investment activities as are specifically set forth essentially passive in this Agreement. The Company acknowledges nature and agrees that: (i) the purchase and sale do not involve any breach of the Shares pursuant fiduciary duty or duty of loyalty to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliatesAffiliates, stockholdersthe Executive shall not, creditors or employees or during the term of his employment hereunder, engage in any other party; (iii) no Underwriter has assumed activity, whether or will assume an advisorynot such activity is conducted or pursued for gain, agency profit or fiduciary responsibility other pecuniary advantage, if it conflicts or interferes with or adversely affects in favor any material respect the performance or discharge of Executive's duties and responsibilities hereunder. Without the prior written consent of the Company with respect to the Executive shall not, during the term of his employment hereunder, serve as a principal, partner, employee, officer, consultant, advisor or director of any of the transactions contemplated hereby or the process leading thereto (irrespective of whether other business concern conducting business for profit except for such Underwriter has advised or is currently advising the Company on other matters); personal and (iv) the several Underwriters and their respective affiliates may be engaged business investment activities as are essentially passive in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestsnature. The Company Executive acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from Executive is employed in an executive and administrative position that is not subject to overtime pay under the Underwriters’ performance of the duties federal wage and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by hour law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing The Executive shall report directly to the Board. The ------ Executive as the Chairman of the Board shall lead the Board, preside at meetings of the shareholders and the Board, lead in this Agreement succession planning for directors, the President and the Chief Executive Officer, establish the process the Board uses in managing the responsibilities of the Board and committees, organize and establish Board agendas with the assistance of the Chief Executive Officer, committee chairs, and the Company's Secretary, negotiate the compensation of the President and the Chief Executive Officer, subject to the recommendations of the Compensation Committee and the concurrence of the Board, assure that adequate information is provided to directors and not allow resolutions on any matter without the Board having been sufficiently informed, focus the Board's attention on relevant matters, limit discord and work towards consensus, and perform those functions and have those powers as set forth in Section 9.1 of the Company's By-laws. As Chief of Strategic Alliances and Investor Relations, the Executive shall be deemed to create a partnershipresponsible for developing, joint venture or agency relationship between evaluating and negotiating potential mergers, acquisitions, consolidations and similar transactions, including the partiesfinancing of any such transaction. The Underwriters undertake Executive shall also be responsible for developing and coordinating investor relations with pension plans, funds, banks, insurors, financial advisory firms, and other significant investors in the Company. The Executive shall further be involved in the Company's development program in conjunction with the President and Chief Executive Officer. The Executive shall perform such other duties and responsibilities as may be offered to the Executive from time to time by the Board commensurate with his title and position. During the Term, the Executive shall also serve in such other offices, directorships and positions to which he may be appointed by the Board for no further consideration except as may be approved by the Compensation Committee and the Board. The Executive agrees to devote in good faith his full time skill, attention, diligence and energy to the Company, and shall use his best efforts to uphold high corporate governance and ethical standards, and to exercise his talents and capabilities toward the interests, development and business of the Company. The Executive agrees to perform such duties and obligations only as expressly set forth herein. Such duties responsibilities in conformity with the standards and obligations of the Underwriters with respect to the Shares shall be determined solely policies established by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBoard.

Duties. Nothing As President and Chief Executive Officer, the Executive shall perform all duties and have all powers associated with these positions, as set forth in this Agreement any job description provided to the Executive by the Bank or the Corporation and/or as assigned to him by the Boards of Directors of the Corporation and/or the Bank. The duties and responsibilities assigned to the Executive by the Boards of Directors of the Corporation and the Bank shall be deemed to create a partnership, joint venture or agency relationship between consistent with the parties. The Underwriters undertake to perform such duties and obligations only responsibilities as expressly set forth hereinwould be customarily assigned to a person occupying the positions held by the Executive pursuant to the terms of this Agreement. Such During the period of Executive’s employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and obligations services related to the organization, operation and management of the Underwriters Corporation, the Bank and direct or indirect subsidiaries of the Corporation or the Bank and participation in community, professional and civic organizations; provided, however, that, with respect the approval of the Boards of Directors of the Corporation and the Bank, as evidenced by a resolution of such board, from time to time, Executive may serve, or continue to serve, on the Shares shall be determined solely by boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such judgment of the express provisions Boards of Directors of the Corporation and the Bank, will not present any conflict of interest with the Corporation, the Bank or its Subsidiaries, or materially affect the performance of Executive’s duties pursuant to this Agreement. Notwithstanding the foregoing, without the prior written consent of the board of directors of each of the Corporation and the Bank, during the term of this Agreement, and the Underwriters Executive shall not be liable except render services to or for any person, firm, corporation, or other entity or organization in exchange for compensation, regardless of the performance form in which the compensation is paid and regardless of such duties and obligations whether it is paid directly or failure to perform such duties or obligations with respect indirectly to the Shares as are specifically set forth Executive. Nothing in this Agreement. The Company acknowledges Section 1.2 shall prevent the Executive from managing personal investments and agrees that: (i) affairs, provided that doing so does not interfere with the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ proper performance of the Executive’s duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyresponsibilities under this Agreement.

Duties. Nothing in this Agreement shall be deemed to create a partnershipThe Company does hereby hire, joint venture or agency relationship between engage, and employ the parties. The Underwriters undertake to perform such duties Employee as the Chief Financial Officer and obligations only as expressly set forth herein. Such duties and obligations Senior Vice President of the Underwriters Company and Employee does hereby accept and agree to such hiring, engagement, and employment. Employee shall serve the Company in such position fully, diligently, competently, and in conformity with respect to the Shares shall be determined solely by the express provisions of this Agreement and the corporate policies of the Company as the presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment, as hereinafter defined. During the Period of Employment Employee shall also serve as the Chief Financial Officer and Senior Vice President of each subsidiary or affiliate of the Company that is now or that becomes a part of the Xxx. Xxxxxx Company Group. As used in this Agreement, the term the "Xxx. Xxxxxx Company Group" shall mean and refer to the Company and the Underwriters Company's subsidiaries and affiliates from time to time. Subject to specific elaboration by the Board of Managers of the Company as to the duties (which shall not be liable except consistent herewith and with Employee offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chief Financial Officer and Senior Vice President of a company with sales volume and the number of employees commensurate with those of the Company. Provided, however, that at all times during the Period of Employment, Employee shall perform those duties and fulfill those responsibilities and refrain from those activities that are reasonably prescribed or proscribed by the Board of Managers of the Company to be performed or refrained from by her consistent with her positions with the Company. Employee shall be responsible and report only to the Company's President and Chief Executive Officer. Throughout the Period of Employment, Employee shall devote her full time, energy, and skill to the performance of such her duties for the Company and for the benefit of the Company and the Xxx. Xxxxxx Company Group. Employee shall exercise due diligence and care in the performance of her duties for and the fulfillment of her obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company under this Agreement. The Company acknowledges shall furnish Employee with office, secretarial and agrees that: (i) other facilities and services as are reasonably necessary or appropriate for the purchase performance of Employee's duties hereunder and sale consistent with her position as the Chief Financial Officer and Senior Vice President of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing The Employee shall competently and diligently manage the daily operations and perform the normal duties and responsibilities of the President and Chief Executive Officer of the Company which is engaged in providing insurance management, insurance and reinsurance underwriting services, loss control services, marketing to clients, and such other related duties and responsibilities consistent with the foregoing as may be reasonably assigned to him from time to time by the board of directors of the Company (the “Board of Directors”). The Employee shall timely report to the Board of Directors as may be reasonably requested of the Employee. The Employee shall devote his full time, skills and best efforts to the performance of his duties hereunder, to the exclusion of all other employment activities, except as otherwise provided in this Agreement shall be deemed to create a partnershipAgreement; provided, joint venture or agency relationship between however, that the partiesEmployee may manage his own passive investments so long as such management does not interfere materially with the performance of his duties hereunder. The Underwriters undertake to Employee shall generally perform such his duties and obligations only as expressly set forth herein. Such duties and obligations from the offices of the Underwriters with respect Company which are located in the metropolitan area of Atlanta, Georgia, and the Employee shall not be required to the Shares shall be determined solely relocate his office unless mutually approved by the express provisions Board of Directors and the Employee. During the term of this Agreement, the Employee acknowledges that he may also serve as President and/or Chief Executive Officer of the Company’s corporate parent(s), American Safety Holdings Corp. (“AS Holdings”) and American Safety Insurance Group, Ltd. (“ASIG”), or subsidiaries as the Underwriters parties may mutually agree. The Employee shall receive no additional cash or equity compensation for acting in such other capacities. The Company shall indemnify and hold harmless the Employee from and against all claims, suits, judgments and damages asserted or claimed by affiliated or unaffiliated third persons or entities, arising out of the Employee’s good faith efforts to implement the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to Paragraph 2(e) hereof). However, such indemnification shall not be liable except for the performance arise as a result of such duties and obligations any action or failure to perform such act by the Employee through his gross negligence, willful misconduct or breach of duty of loyalty in connection with performance of his duties or obligations with respect to the Shares as are specifically set forth in under this Agreement. The Employee shall not be held responsible or liable to the Company acknowledges (and agrees that: (iany other companies or corporate affiliates pursuant to Paragraph 2(e) the purchase and sale hereof) for any losses or errors or omissions arising out of the Shares performance of his duties in accordance with the policies and procedures of the Company (and any other companies or corporate affiliates pursuant to this AgreementParagraph 2(e) hereof) as communicated to the Employee from time to time in writing, including except as a result of any action or failure to act by the determination Employee through his gross negligence, willful misconduct or breach of the public offering price duty of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) loyalty in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the his duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyunder this Agreement.

Duties. Nothing (a) During the Employment Term, the Executive shall serve as the President — Media of the Company and as the Company’s Co-CEO. The Executive shall continue to have the Pre-Effective Date Duties and Responsibilities (as defined in this Agreement Section 7), and shall also have the duties and responsibilities customarily exercised by an individual serving in such a position in a corporation of the size and nature of the Company; provided, however, that Executive’s Post-Effective Date Duties and Responsibilities (as defined in Section 7) shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such those duties and obligations only responsibilities as expressly set forth herein. Such duties the Company’s Board of Directors (the “Board”), upon notice to Executive, may specify from time to time in its sole and obligations of absolute discretion (which specifications may increase, decrease or otherwise alter the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance scope or nature of such duties and obligations or failure to perform responsibilities). In such duties or obligations with respect capacities, the Executive shall use her best energies and abilities in the performance of her duties, services and responsibilities for the Company as further detailed by the Board. In performing such duties, services and responsibilities, the Executive will report directly to the Shares Chairman of the Board (the “Chairman”) in his role as are specifically set forth in this Agreementprincipal executive officer of the Company or, as the Board may direct, to a committee of the Board or to the full Board. The Company Executive acknowledges and agrees that: that the Company may determine that (i) the purchase and sale Chairman (or his successor) is, the “principal executive officer” of the Shares pursuant to this AgreementCompany as such term is defined in any applicable laws, including the determination rules and regulations (collectively, “Applicable Law”); or (ii) Executive, alone or jointly with any other officer(s) of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on is the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a “principal and is not the financial advisor, agent or fiduciary executive officer” of the Company as such term is defined in any Applicable Law and/or is the “chief executive officer . . . (or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor equivalent thereof)” of the Company as such term is defined in any Applicable Law and/or serves in any similar role with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in which a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company person may have against the several Underwriters with respect to duties under any breach or alleged breach of agency or fiduciary dutyApplicable Law.

Duties. Nothing Employee shall serve in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the partiescapacity of Chief Financial Officer of the Company. The Underwriters undertake to perform such Employee's principal duties and obligations only as expressly set forth herein. Such duties responsibilities shall include supervising, having custody of, and obligations being responsible for all funds and securities of the Underwriters with respect to Company. Employee shall deposit all such funds in the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary name of the Company in such banks, trust companies or its respective affiliatesother depositories as shall be selected by the Board of Directors or in accordance with authority delegated by the Board of Directors. Employee shall receive, stockholdersand give receipts for, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of moneys due and payable to the Company with respect to from any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); source whatsoever. Employee shall exercise general supervision over expenditures and (iv) the several Underwriters disbursements made by officers, agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those employees of the Company and that the several Underwriters have no obligation to disclose any preparation of such interestsrecords and reports in connection therewith as may be necessary or desirable. The Company acknowledges Employee shall, in general, perform all other duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to Employee by the Board of Directors provided that such other services and duties are not inconsistent with any other term of this Agreement. Except during vacation periods or in accordance with the Underwriters disclaim any implied Company's personnel policies covering executive leaves and reasonable periods of illness or other incapacitation, Employee shall devote his services to the Company's Business and interests in a manner consistent with Employee's title and office and the Company's needs for his services. Employee agrees to perform his duties (including any fiduciary duty), covenants or obligations arising from pursuant to this Agreement in good faith and in a manner which he honestly believes to be in the Underwriters’ performance best interests of the duties Company, and obligations expressly set forth hereinwith such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. The Company hereby waives and releases, Employee agrees to observe a duty of loyalty to the fullest extent permitted by law, any claims that Company placing the interests of the Company ahead of his own. Such duties shall be rendered at such place or places as the Company shall require in accordance with the best interests, needs, business and opportunities of the Company. However, in no event, shall the Company require Employee to move his principal residence. Employee shall at all times be subject to and shall observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may have against be established from time to time by the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement During the Employment Period, Executive shall be deemed to create a partnershipserve as Senior Vice President, joint venture or agency relationship between the partiesFinance and Chief Financial Officer. The Underwriters undertake Company may promote Executive to perform Executive Vice President, Finance or another appropriate position during the Employment Period. Executive shall render such duties business and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for professional services in the performance of her duties consistent with Executive’s position within the Company as well as such duties and obligations or failure services reasonably assigned to perform such duties or obligations with respect her by the Co-Chief Executive Officers and/or the Board of Directors of the Company. Executive shall, at all times, report to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) Co-Chief Executive Officers and/or the purchase and sale Board of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Directors of the Company and no other individuals within the Company, and all information technology, planning, corporate finance and accounting employees of the Company shall be responsible to report to Executive or such other individuals as she designates. Employee’s principal place of employment shall be the offices provided by the Company located in Los Angeles, California, but it is understood and acknowledged that the several Underwriters have no obligation performance of her duties will require Executive to disclose travel outside Los Angeles. Executive, however, shall not be required, without her consent, to relocate her principal place of employment more than 25 miles from the current location of the offices provided by the Company located in Los Angeles. At all times during the Employment Period, Executive shall devote her best efforts and abilities to the performance of her duties on behalf of the Company and to the promotion of its interests consistent with, and subject to, the strategies, policies and directions of the Co-Chief Executive Officers and the Board. Notwithstanding the foregoing, Executive may be involved in civic and charitable activities, may manage her personal investments and may serve on the boards of any public or private companies, trade organizations or professional associations; provided that prior to agreeing to serve as a member of such intereststhe board of directors of any other entity, Executive shall discuss her intentions to do so with the Board of Directors of the Company. The Company acknowledges that may nominate Executive to serve on the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from Board of Directors during the Underwriters’ performance Employment Period in the discretion of the duties Board’s Nominating and obligations expressly set forth hereinGovernance Committee. The Company hereby waives If Executive is so nominated and releaseselected, to the fullest extent permitted by law, any claims that the Company may have against agrees that thereafter it will use its reasonable best efforts to cause Executive to continue to be nominated to serve on the several Underwriters with respect to any breach or alleged breach Board of agency or fiduciary dutyDirectors during the remainder of the Employment Period.

Duties. Nothing Subject to the direction and authority of the Board of Directors of the Company (the “Board”), the Executive shall have direct responsibility for providing direction and leadership for the Company’s pipeline and development programs in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the partiesoncology and immunology for PRO 140. The Underwriters undertake Executive will be actively engaged in assisting to define the overall business strategy and direction for the Company’s clinical development plans, including strategic development and implementation of clinical programs, collaboration with strategic partners and further exploration of new and existing patent protection for PRO 140 in oncology and immunology. The Executive will also have oversight responsibilities for the Company’s Scientific Advisory Board. In addition, Executive shall also serve as CBDO, with duties, authorities and responsibilities commensurate with a Chief Business Development Officer at the pleasure of the Board. The Executive shall report to, and be subject to the lawful direction of the Chief Executive Officer (“CEO”). The Executive agrees to perform to the best of Executive’s ability, experience, and talent those acts and duties, consistent with the positions of CMO and CBDO, as the CEO shall from time to time direct. The Executive will also report to the Board on such duties and obligations only matters as expressly set forth hereinthe Board may request or as directed by the CEO. Such duties and obligations The Executive agrees to perform to the best of the Underwriters Executive’s ability, experience, and talent those acts and duties, consistent with respect the position of General Counsel, as the CEO shall from time to time direct. During the Shares Term, the Executive also shall serve as a member of the Board and Chairperson upon appointment and thereafter at the pleasure of the Board, and in such other positions or capacities as may, from time to time, be determined solely reasonably directed by the express provisions CEO or the Board, including, without limitation (subject to election, appointment, re-election or re-appointment, as applicable) as (a) a member of the board of directors or similar governing body of any of the Company’s subsidiaries or other Affiliates (as defined below), (b) an officer of any of the Company’s subsidiaries or other Affiliates, and/or (c) a member of any committee of the Company and/or any of its subsidiaries or other Affiliates, in each case, for no additional compensation. As used in this Agreement, and the Underwriters shall not be liable except for the performance “Affiliate” of such duties and obligations any individual or failure to perform such duties entity means any other individual or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissionsentity that directly or indirectly controls, is an arm’s-length commercial transaction between the Companycontrolled by, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising under common control with, the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants individual or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyentity.

Duties. Nothing in this Agreement During the Employment Period, the Executive shall be deemed do and perform all services and acts necessary or advisable to create a partnership, joint venture or agency relationship between fulfill the parties. The Underwriters undertake to perform such duties and obligations only as expressly responsibilities of the Executive’s positions and shall render such services on the terms set forth herein. Such In addition, the Executive shall have such other executive and managerial powers and duties as may reasonably be assigned to the Executive, commensurate with the Executive serving as an Executive Vice President. The Company may adjust the duties and obligations responsibilities of the Underwriters with respect to Executive as an Executive Vice President, notwithstanding the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically specific title set forth in this AgreementSection 1.1 hereof, based upon the Company’s needs from time to time. The Company acknowledges Except for sick leave, reasonable vacations and agrees that: (i) excused leaves of absence, the purchase Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and sale skills faithfully, and to the best of the Shares pursuant Executive’s ability, to this Agreement, including the determination duties and responsibilities of the public offering price Executive’s positions in furtherance of the Shares business affairs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those activities of the Company and that its subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that provides its written consent otherwise, shall maintain the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Executive’s principal residence within 75 miles of the duties and obligations expressly set forth hereinprincipal office of the Company as of the Effective Date. The Company hereby waives and releasesNotwithstanding the foregoing, the Executive is permitted, to the fullest extent permitted by lawsuch activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an adverse business conflict with any Company Party, any claims that (as defined in Section 5.4(b)), to (a) manage his personal, financial and legal affairs, (b) serve on civic or charitable boards or committees; and (c) deliver lectures of fulfill speaking engagements. The Executive shall at all times be subject to, comply with, observe and carry out (a) the Company’s rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time and (b) such rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as the Board of Directors of the Company (the “Board”) may have against from time to time reasonably establish or approve for senior executive officers of the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing The Executive is employed as Senior Executive Vice President and Chief Operating Officer of Partners Trust during the Employment Term. As the Senior Executive Vice President and Chief Operating Officer of Partners Trust, the Executive shall render executive, policy and other management services to Partners Trust of the type customarily performed by persons serving in this Agreement a similar executive capacity and Partners Trust shall cause the Bank to appoint Executive to also serve as Senior Executive Vice President and Chief Operating Officer of the Bank. During the Employment Term, the Executive shall serve as a full-time employee, and be deemed subject to create a partnershipthe direction of such person(s) designated by the Board of Directors of the Employer and Board of Directors of the Bank to give direction to the Executive, joint venture or agency relationship between the parties. The Underwriters undertake and, in connection therewith to perform such duties as shall be directed by such person designated, and obligations only as expressly set forth hereinare commensurate and consistent with the Executive's title, position and experience. Such The Executive shall also perform such duties as the Board of Directors of the Employer or the Board of Directors of the Bank may from time to time reasonably direct. During the Employment Term, there shall be no material decrease in the duties and obligations responsibilities of the Underwriters with respect Executive otherwise than as provided herein, unless the parties otherwise agree in writing; provided, that if the Executive temporarily assumes some or all of the duties and responsibilities of another key executive of the Employer due to such key executive's death, disability or termination of employment, the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance reassignment of such duties and obligations or failure to perform such duties or obligations with respect responsibilities back to the Shares as are specifically set forth key executive or his or her replacement shall not constitute a material decrease in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth hereinresponsibilities of the Executive. During the Employment Term, the Executive shall not be required to relocate, without his consent, his place of employment to a location more than 65 miles away from the Bank's Utica, New York headquarters location to perform his duties hereunder, except for reasonably required travel by the Executive on the business of the Employer or the Bank. The Company hereby waives Executive is encouraged to affiliate with professional associations, business and releasescivic organizations in support of his role as Senior Executive Vice President and Chief Operating Officer , to provided that Executive's involvement in such activities does not adversely affect the fullest extent permitted by law, any claims that performance of his duties on behalf of the Company may have against Employer or the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBank.

Duties. Nothing in During the Employment Period, Executive shall devote Executive’s full business time, energy and talent to serving as the President and Chief Executive Officer of the Company and as the President and Chief Executive Officer of Heritage Bank, subject to the direction of Board and the Heritage Board, respectively. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the Board and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. Executive shall perform the duties required by this Agreement shall be deemed to create a partnershipat the Company’s Principal Business Location, joint venture or agency relationship between unless the parties. The Underwriters undertake to perform nature of such duties and obligations only as expressly set forth hereinrequires otherwise. Such duties and obligations of Notwithstanding the Underwriters with respect to the Shares shall be determined solely by the express foregoing provisions of this AgreementSection 2, and during the Underwriters shall not be liable except for the performance of such duties and obligations or failure Employment Period, Executive may devote reasonable time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature to the determination extent such activities do not, in the judgment of the public offering price of Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary business of the Company or its respective affiliatesan Affiliate; provided, stockholdershowever, creditors that Executive shall not serve on the board of directors of any business (other than the Company or employees an Affiliate) or hold any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor position with any business without receiving the prior written consent of the Board. During the Employment Period, the Company with respect shall nominate Executive to any be a member of the transactions contemplated hereby or Board and the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Heritage Bank Board, and subject to election by the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in shareholders, Executive agrees to serve as a broad range of transactions that involve interests that differ from those member of the Company Board and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyHeritage Bank Board.

Duties. Nothing in this Agreement Employee shall be deemed to create a partnershipemployed by the Company as the President and CEO. In addition, joint venture Employee shall have such other authorities, responsibilities and duties of an executive, managerial or agency relationship between administrative nature as determined by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations board of directors (the “Board”) of the Underwriters with respect Company from time to time. In this role, Employee shall report to the Shares Board. Employee shall be determined solely by at all times comply with the express provisions reasonable policies and procedures of this Agreementthe Company and its respective subsidiaries and affiliates (individually, a “Company Group Member,” and collectively, the Underwriters “Company Group”) as in effect from time to time. While employed hereunder, Employee shall not be liable except for the performance of such duties devote his full time and obligations or failure to perform such duties or obligations with respect attention during normal business hours to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary business affairs of the Company or its respective affiliatesany Company Group Member and use Employee’s best efforts to perform faithfully and effectively Employee’s duties and responsibilities and Employee shall not engage, stockholdersdirectly or indirectly, creditors or employees or in any other party; business or businesses, whether or not similar to that of any Company Group Member, except with the prior consent of the Board. It shall not be a violation of the immediately preceding sentence for Employee to (iiii) no Underwriter has assumed serve on civic or will assume charitable boards or committees or (ii) manage personal investments, in each case so long as such activities do not interfere with the performance of Employee’s duties and responsibilities as an advisory, agency or fiduciary responsibility in favor employee of the Company under this Agreement, are not competitive with respect to the business of any Company Group Member, do not create a potential business or fiduciary conflict of interest, or, in the transactions contemplated hereby case of (ii) above, do not or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged would not result in a broad range of transactions that involve interests that differ from those any violation of the Company and that the several Underwriters have no obligation Group’s investment-related policies, practices or restrictions applicable to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance similarly situated executive-level employees of the duties Company or applicable federal, state or local law, rules or regulations promulgated thereunder. Employee acknowledges and obligations expressly set forth hereinagrees that Employee owes a fiduciary duty of loyalty to act at all times in the best interests of the Company Group. The Company hereby waives and releasesIn keeping with such duty, Employee shall make full disclosure to the fullest extent permitted by law, Company of all business opportunities pertaining to the business of any claims that Company Group Member and shall not appropriate for Employee’s own benefit business opportunities concerning the business of any Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyGroup Member.

Duties. Nothing in this Agreement BEST EFFORTS: INDEMNIFICATION. Employee shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only serve as expressly set forth herein. Such duties and obligations an executive officer of the Underwriters with respect Company as Vice President. Treasurer and Chief Financial Officer, subject only to the Shares directions from the, Chief Executive Officer and the Board of Directors of Company. Subject only to the directions of those identified in the preceding sentence. Employee shall have supervision and control over, and sole responsibility for, all financial management of the Company, and shall have such powers and duties as may be determined solely from time to time prescribed by the express provisions of this Agreement, Chief Executive Officer and the Underwriters Board of Directors of the Company, provided that the nature of' Employee's powers and duties so prescribed shall not be liable except for the performance of such inconsistent with Employee's position and duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementExhibit I. Employee shall devote all of his business time, attention and energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business 2 activity is pursued for gain, profit or other pecuniary advantage. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Employee shall expend his best efforts on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those behalf of the Company and that abide by all reasonable Company policies not or hereafter existing. Subject to the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance provisions of the duties Company's Article of Incorporation and obligations expressly set forth herein. The Bylaws, each as amended from time to time, Company hereby waives and releases, shall indemnify Employee to the fullest extent permitted by lawthe Business Corporation Act of the State of Florida, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any claims that action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in good faith at Company's request. Company may have against shall obtain and maintain in full force and effect during the several Underwriters with respect Term, directors' and officers' liability insurance policies providing full and adequate protection to any breach or alleged breach of agency or fiduciary dutyEmployee acting, in good faith within his capacities for the Company.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Each of the Company and the Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Selling Shareholders or its their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders and that the several Underwriters have no obligation to disclose any of such interests. The Company and the Selling Shareholders acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Shareholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement As the President and Chief Executive Officer of the Company, under the direction of the Board of Directors of the Company (the “Board”), you will be responsible for the following: • You shall be deemed to create a partnershipserve as President and Chief Executive Officer of the Company, joint venture or agency relationship between the parties. The Underwriters undertake to perform with such duties and obligations only responsibilities as expressly set forth herein. Such duties are commensurate with such position, and obligations shall report to the Board through the Chairman of the Underwriters with respect Board. Subject to applicable law and regulation, you shall also be appointed to the Shares Board effective July 15, 2004 or as soon thereafter as practicable, and you shall be determined solely perform your duties as a director of the Company conscientiously and faithfully. • You agree that, during the Employment Period as President and Chief Executive Officer of the Company, you shall have full and direct responsibility for managing all aspects of the Company. You shall have full and direct responsibility for profit and loss and strategy development and implementation to achieve significant growth in Company share value consistent with the goals and direction provided by the express provisions Board. As President and Chief Executive Officer of this the Company, you shall devote substantially all of your business time, energies and talents to serving the Affiliated Group (as defined in the Amended and Restated Employment Agreement) and, following your appointment to the Board, as a director and member of the Board. You shall perform your duties hereunder conscientiously and faithfully, subject to the lawful directions of the Board, and in accordance with the Underwriters Company’s corporate governance and ethics guidelines, conflict of interests policies, and codes of conduct (collectively, the “Company Policies”). During the Employment Period, it shall not be liable except a violation of this Agreement for you, subject to the requirements of Section 5 of the Amended and Restated Employment Agreement, to (A) serve on corporate, civic or charitable boards or committees, provided, that, without the written approval of the Board, you shall be permitted to serve on no more than one such corporate board, (B) deliver lectures or fulfill speaking engagements, and (C) manage personal investments, so long as such activities do not interfere with the performance of such duties your responsibilities as the President and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale Chief Executive Officer of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely or as a principal and is not the financial advisor, agent or fiduciary director of the Company or its respective violate any Company Policies. You agree to serve upon request, without additional compensation, as an officer and director for each of the Company’s subsidiaries, joint ventures, limited liability companies and other entities, which, in each case, are affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility as well as entities in favor of which the Company has a significant investment, as determined by the Board. • Such other functions consistent with respect the foregoing as the Board may assign from time to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytime.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between During the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions Term of this Agreement, whether Initial or Successor, the Executive shall render to the Company services as its President, and shall perform such duties normally associated with that position, including but not limited to the formulation and implementation of business strategies and initiatives, overseeing and developing marketing plans, and initiating and reviewing merger and acquisition opportunities, and as may otherwise be reasonably designated by and subject to the supervision of the Company's Chief Executive Officer and its Board of Directors, and he shall serve in such additional capacities appropriate to his responsibilities and skills as shall be designated by the Company, through action of its Chief Executive Officer and the Underwriters Board of Directors. During such Term, the Executive shall devote his primary and substantial business attention, time and energies to the operations and affairs of the Corporation, and will use his best efforts to promote the interests and reputation of the Company, provided that he may pursue such other activities, both remunerative and non-remunerative, as do not interfere or compete with, to any material degree, the complete performance of his obligations hereunder. Any question of interpretation which may arise under the preceding proviso shall be liable except resolved by majority decision of the Company's Board of Directors, provided that the Executive's current and any continuing membership on the board of directors of each of Fast Lane Travel, Inc. ("FAST LANE TRAVEL"), World Airways, Inc., IJBI, Inc., Aden Enterprises or Epsilon, Inc. is hereby approved, as are any operational or administrative activities engaged in by the Executive in performing services for Xxxx.xxx, within the period ending June 1, 2000, involving no more than 32 hours per month and which are not competitive to the interests of the Company. The Company shall cause the Executive, as of the date of this Agreement, to be appointed to membership on the Company's Board of Directors and covenants that its best efforts shall be used during the Term to cause the Executive to be nominated for and, with shareholder approval, elected to continued and uninterrupted service in that capacity. The Executive represents and warrants to the Company that, other than under the terms of the Travel Industries, Inc. Employee Confidentiality Agreement, dated September 16, 1999, a complete and correct copy of which has been furnished to the Company, (a) he is not proscribed by any agreement with any prior employer or other party from using or disclosing any confidential information, or competing with the business, of such employer or other party, (b) his performance under this Agreement will not breach any other agreement by which he is bound, and (c) in the performance of such his duties hereunder, he will not make use of materials or information proprietary to any former employer and obligations or failure to perform such duties or obligations with respect which are not generally available to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutypublic.

Duties. Nothing in this Agreement During the Period of Employment, the Executive shall serve the Corporation as its President and Chief Executive Officer and shall be deemed principally responsible for the general supervision, direction and control of the business and officers of the Corporation, in each case subject to create the general direction of the Corporation’s Board of Directors (the “Board”). During the Period of Employment, the Executive shall have the powers and duties customarily attendant to the offices of president and chief executive officer of a partnership, joint venture or agency relationship between corporation of the partiessize and nature of the Corporation and such other powers and duties commensurate with his position as the Board may assign from time to time. The Underwriters undertake Executive shall also be subject to perform such duties and obligations only as expressly set forth herein. Such duties and obligations the corporate policies of the Underwriters with respect Corporation as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Corporation’s xxxxxxx xxxxxxx policy, Code of Ethics, and employee policies, as they may change from time to time). During the Period of Employment, the Executive shall report solely to the Shares Board. The Corporation shall appoint the Executive to the Board promptly following the Commencement Date (as defined in Section 2). In connection with any expiration of the term of the Executive’s Board seat during the Period of Employment, the Corporation shall re-nominate the Executive at the related annual meeting of the Corporation’s stockholders to fill a Board seat, if the Executive is elected as a director, that would have the longest remaining term of the director seats to be determined solely by filled at that meeting (but the express provisions of this Agreement, and the Underwriters Board shall not be liable except for required to change the performance class of seat the Executive has theretofore filled as a director) and, in such duties and obligations or failure cases, shall use good faith efforts to perform such duties or obligations with respect to keep the Shares Executive on the Board; provided the Executive is continuing as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale an employee of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissionsCorporation, is an arm’s-length commercial transaction between the Company, otherwise willing to serve on the one handBoard, and satisfies the several Underwriters, on minimum guidelines and requirements (if any) established by the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCorporation for Board membership generally.

Duties. Nothing in this Agreement During the Employment Period, the Executive shall be deemed devote the Executive’s full business time, energies and talents to create a partnershipserving as the President & Chief Executive Officer of the Company, joint venture or agency relationship between at the partiesdirection of the Company’s Board of Directors. The Underwriters undertake to perform Executive shall have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to the Executive from time to time by the Company’s Board of Directors, which duties and obligations responsibilities shall be commensurate with the Executive’s position, shall perform all duties assigned to the Executive faithfully and efficiently, subject to the direction of the Underwriters with respect Company’s Board of Directors and shall have such authorities and powers as are inherent to the Shares undertakings applicable to the Executive’s position and necessary to carry out the responsibilities and duties required of the Executive hereunder. The Executive shall perform the duties required by this Agreement at the Company’s Iowa City Headquarters unless the nature of such duties requires otherwise. During the Employment Period, the Executive shall be determined solely by nominated to serve as member of the express Board, subject to the election of the shareholders. Notwithstanding the foregoing provisions of this AgreementSection 2, and during the Underwriters shall not be liable except for Employment Period, the performance of such duties and obligations or failure Executive may devote reasonable time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the determination extent such activities do not, in the reasonable judgment of the public offering price Company’s Board of Directors, inhibit, prohibit, interfere with or conflict with the Shares and Executive’s duties under this Agreement or conflict in any related discounts and commissions, is an arm’s-length commercial transaction between material way with the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary business of the Company or its respective affiliatesan Affiliate; provided, stockholdershowever, creditors that the Executive shall not serve on the board of directors of any business (other than the Company or employees an Affiliate) or hold any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor position with any business without receiving the prior written consent of the Company with respect to any Company’s Board of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyDirectors.

Duties. Nothing in this Agreement shall be deemed The Employee agrees that during the Employment Period the Employee will devote his full business time, energies and talents to create a partnershipserving as the Bank’s Chief Executive Officer, joint venture or agency relationship between at the partiesdirection of the Company’s Chief Executive Officer and the Bank’s board of directors. The Underwriters undertake to perform Employee shall have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned to the Employee from time to time by the Company’s Chief Executive Officer and the Bank’s board of directors, which duties and obligations responsibilities shall be commensurate with the Employee’s position, shall perform all duties assigned to the Employee faithfully and efficiently, subject to the direction of the Underwriters with respect Company’s Chief Executive Officer and the Bank’s board of directors, and shall have such authorities and powers as are inherent to the Shares shall be determined solely undertakings applicable to the Employee’s position and necessary to carry out the responsibilities and duties required of the Employee hereunder. The Employee will perform the duties required by this Agreement at the express provisions Bank’s principal place of this Agreement, and business unless the Underwriters shall not be liable except for the performance nature of such duties and obligations or failure requires otherwise. Notwithstanding the foregoing, during the Employment Period, the Employee may devote reasonable time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the determination extent such activities do not, in the reasonable judgment of the public offering price Bank, inhibit, prohibit, interfere with or conflict with the Employee’s duties under this Agreement or conflict in any material way with the business of the Shares and any related discounts and commissionsBank or its Affiliates; provided, is an arm’s-length commercial transaction between however, that the Company, Employee shall not serve on the one hand, board of directors of any for-profit business (other than the Bank and its Affiliates) or hold any other position with any for-profit business without receiving the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions prior written consent of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBank.

Duties. Nothing EMPLOYEE shall direct all aspects of an organization's legal affairs and provide legal expertise to other departments where and as needed. Employee shall work closely with the Company’s President and/or Chief executive Officer in this Agreement defining and achieving all objectives. In addition, EMPLOYEE’s duties shall be deemed such duties and responsibilities as the Company’s Board of Directors shall specify from time to create time, and shall entail those duties customarily performed by the General Counsel of a partnership, joint venture or agency relationship between the partiessimilarly situated company. The Underwriters undertake to EMPLOYEE shall diligently and faithfully execute and perform such duties and obligations responsibilities, subject to the general supervision and control of the Company’s Board of Directors. EMPLOYEE shall be responsible and report only as expressly set forth hereinto the Company’s Board of Directors. Such In its sole and absolute discretion, the Company’s Board of Directors shall determine EMPLOYEE’s duties and obligations of the Underwriters with respect responsibilities and may assign or reassign EMPLOYEE to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect responsibilities as it deems in the Company's best interest, to the Shares as are specifically set forth in this Agreementextent such assignment or reassignment is commensurate with the duties customarily performed by the General Counsel of a similarly situated company. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this AgreementEMPLOYEE shall devote his full-time attention, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one handenergy, and skill during normal business hours to the several Underwriters, on the other hand, business and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those affairs of the Company and shall not, during the Employment Term, as that term is defined below, be actively engaged in any other business activity, except with the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance prior written consent of the duties and obligations expressly set forth hereinCompany’s Board of Directors. The Company hereby waives and releases, Notwithstanding anything to the fullest extent permitted by lawcontrary in this Agreement, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach EMPLOYEE is not precluded from devoting reasonable periods of agency or fiduciary duty.time required for:

Duties. Nothing in Employee will serve as the Director, Governmental Relations of the Company. In this Agreement capacity, Employee shall perform such reasonable government-related responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company, or their designee. The Employee will devote such time, attention, skill, and energy to the business of the Company as shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake necessary to perform such the duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect assigned to the Shares shall be determined solely by the express provisions of him under this Agreement, and will use the Underwriters Employee's best efforts to promote the success of the Company's business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Company. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to the Employee from time to time by the Board of Directors, Chairman of the Board, President, or Chief Executive Officer of the Company. To the extent that the Company shall have any parent company, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively "Related Entities"), the Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Company without additional compensation. The Employee may engage in other business activities, provided that in doing so he does not be liable except for violate any of the provisions of this Agreement (including Sections 6 and 7 hereof); and provided further that such other business activities do not interfere with the performance of such his duties and obligations to the Company under this Agreement. At all times, the Employee agrees that the Employee has read and will abide by, and prospectively will read and abide by, any employee handbook, policy, or failure to perform such duties practice that the Company or obligations Related Entities has or hereafter adopts with respect to the Shares as are specifically set forth in this Agreementits employees generally. The Company acknowledges and agrees that: (i) the purchase and sale Employee may perform his duties of the Shares pursuant employment from any location he selects that is mutually agreed to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between by the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement Beginning no later than June 15, 2009, and at all times thereafter during his employment, Executive shall be deemed to create a partnershipserve as the Company’s Executive Vice President of Administration and Corporate Development. As the Company’s Executive Vice President of Administration and Corporate Development, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect Executive shall report to the Shares Chief Executive Officer and shall be determined solely by direct and manage the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor affairs of the Company with respect such duties, functions and responsibilities (including the right to any hire and dismiss employees (subject to approval of the transactions contemplated hereby Board in the case of certain executives)) as are customarily associated with and incident to the position of Executive Vice President of Administration and Corporate Development and as the Company may, from time to time, require of him, subject to the direction of the CEO. The duties, functions and responsibilities include, but are not limited to, directing the Company’s legal, human resources, investor relations, corporate communications, and corporate development functions. The Executive shall serve the Company faithfully, conscientiously and to the best of the Executive’s ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote his time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive’s duties may reasonably require, to the duties of the Executive’s employment; provided, however, that it shall not be a breach of this Agreement for the Executive to manage his own private financial investments; or with the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies that do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, or otherwise violate this Agreement or the process leading thereto (irrespective Company’s other policies. The principal place of whether such Underwriter has advised or is currently advising employment of the Company on other matters); and (iv) Executive shall be the several Underwriters and their respective affiliates principal executive offices of the Company. The Executive acknowledges that, in the course of his employment, he may be engaged in a broad range of transactions that involve interests that differ from those regularly required to travel on behalf of the Company Company. Executive will follow and comply with the policies and procedures of the Company, including without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and protection of trade secrets, and xxxxxxx xxxxxxx. Executive hereby represents and confirms that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties neither (including any fiduciary duty), covenants or obligations arising from the Underwriters’ i) Executive’s entering into this Agreement nor (ii) Executive’s performance of the Executive’s duties and obligations expressly set forth hereinhereunder will violate or conflict with any other agreement (oral or written) to which Executive is a party or by which Executive is bound. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged Without commenting on whether a breach of agency or fiduciary dutyany other section of this Agreement is material, the parties agree that a breach of this Section 2 shall be a material breach of this Agreement.

Duties. Nothing in this Agreement Executive shall be deemed employed by Company as the Company's Chief Executive Officer. In such capacity, Executive shall have supervision and control over, and responsibility for, the general management and operation of the Company, and shall have such other powers and duties as the Board of Directors of the Company may from time to create a partnershiptime prescribe; provided that, joint venture or agency relationship between such powers and duties are consistent with the parties. The Underwriters undertake to perform such Executive's then present duties and obligations only with his position as expressly set forth hereinthe Company's senior executive officer in charge of the general management of the Company. Such Nothing contained herein shall be construed so as to prohibit Executive from performing such other or additional duties or responsibilities, and exercising such other or additional authority in furtherance of the goals of the Company, as the Executive and the Board of Directors of the Company shall from time to time agree upon. Executive shall devote such portion of his business time and attention as is necessary to appropriately and efficiently discharge his duties and obligations of the Underwriters with respect responsibilities as herein set forth. If Executive so discharges his duties he may engage in other business and civic activities, in addition to those relating to the Shares shall be determined solely Company's business, if such activities are not otherwise prohibited by the express provisions terms of this Agreement. During Executive's employment hereunder, and the Underwriters Executive shall not be liable required to relocate his principal residence from his current location as a result of the Company moving its principal executive offices or the Executive's office to an address greater than twenty (20) miles away from the Company's principal executive offices (or the Executive's office) at the Effective Date and shall not be required to perform services which could make the continuance of Executive's principal residence in such location unreasonably difficult or inconvenient for Executive except for to the extent that the performance of such services (and travel) is commensurate with Executive's duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyspecified hereunder.

Duties. Nothing in During the Employment Period, Executive shall devote Executive’s full business time, energy and talent to serving, (i) from the Effective Date through September 30, 2021, as Senior Vice President and Chief Accounting Officer of the Company and the Bank, (ii) from October 1, 2021 through December 31, 2021, as Senior Vice President and Chief Accounting Officer of the Company and the Executive Vice President and Chief Financial Officer of the Bank, and (iii) from January 1, 2022 through the remainder of the Employment Period, as the Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer the Bank. Executive shall continue to report to the current Chief Financial Officer (“CFO”) of the Company through December 31, 2021, and thereafter, to the Chief Executive Officer (the “CEO”) of the Company. Executive shall have the duties that are commensurate with Executive’s position(s) and any other duties that may be assigned to Executive by the CEO (or CFO, as applicable), and Executive shall perform all such duties faithfully and efficiently. Executive shall have such powers as are inherent to the undertakings applicable to Executive’s position and necessary to carry out the duties required of Executive hereunder. During the Employment Term following October 1, 2021, Executive shall be nominated to serve as a member of the Bank’s board of directors. Executive shall perform the duties required by this Agreement shall be deemed to create a partnershipat the Company’s principal headquarters, joint venture or agency relationship between unless the parties. The Underwriters undertake to perform nature of such duties and obligations only as expressly set forth hereinrequires otherwise. Such duties and obligations of Notwithstanding the Underwriters with respect to the Shares shall be determined solely by the express foregoing provisions of this AgreementSection 2, and during the Underwriters shall not be liable except for the performance of such duties and obligations or failure Employment Period, Executive may devote reasonable time to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature to the determination extent such activities do not, in the judgment of the public offering price of Board, inhibit, prohibit, interfere with or conflict with Executive’s duties under this Agreement or conflict in any material way with the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary business of the Company or its respective affiliatesan Affiliate; provided, stockholdershowever, creditors that Executive shall not serve on the board of directors of any business (other than the Company or employees an Affiliate) or hold any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor position with any business without receiving the prior written consent of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyBoard.

Duties. Nothing Best Efforts: Indemnification. Employee shall serve as Vice President of Engineering, Secretary and Chief Technical Officer of Company, subject only to the directions from the Chairman, Chief Executive Officer, Vice Chairman, President and Board of Directors of Company. Subject only to the directions of those identified in this Agreement the preceding sentence, Employee shall have supervision and control over, and sole responsibility for, all research, development and engineering management of the Company, and shall have such powers and duties as may be deemed from time to create a partnershiptime prescribed by the Board of Directors of the Company, joint venture or agency relationship between provided that the parties. The Underwriters undertake to perform such nature of Employee's powers and duties so prescribed shall not be inconsistent with Employee's position and obligations only as expressly duties set forth herein. Such duties Employee shall devote all of his business time, attention and obligations energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the Underwriters with respect company and abide by all reasonable Company policies now or hereafter existing. Subject to the Shares shall be determined solely by the express provisions of this AgreementCompany's Certificate of Incorporation and Bylaws, and the Underwriters each as amended from time to time, Company shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, indemnify Employee to the fullest extent permitted by lawthe General Corporation Law of the State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any claims that action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in good faith at Company's request. Company may have against shall obtain and maintain in full force and effect during the several Underwriters with respect Term, directors' and officers' liability insurance policies providing full and adequate protection to any breach or alleged breach of agency or fiduciary dutyEmployee acting in good faith within his capacities for the Company.

Duties. Nothing in this Agreement As President and Chief Executive Officer of the Company, the Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to diligently and faithfully perform such duties and obligations only functions as expressly set forth herein. Such duties may be assigned to the Executive commensurate with his position as President and obligations Chief Executive Officer of the Underwriters with respect Company by the Board of Directors of the Company. The Executive shall serve as a member of the Board of Directors, and shall also be appointed to the Shares Board of Directors of Kangaroo Holdings, Inc. The Executive shall be determined solely by required hereunder to devote substantially all of the express provisions Executive’s business time and effort to the business affairs of this Agreementthe Company and its Affiliates. The Executive shall be responsible for directly reporting to the Board of Directors, and the Underwriters shall not be liable except for the performance of diligently and faithfully performing such duties and obligations or failure to perform such duties or obligations with respect functions as may be assigned to the Shares Executive commensurate with his position as are specifically set forth in this Agreement. The Company acknowledges President and agrees that: (i) the purchase and sale Chief Executive Officer of the Shares pursuant to this Agreement, including Company by the determination Board of Directors of the public offering price of Company on all matters for which the Shares Executive is responsible. Notwithstanding the foregoing, the Executive shall be permitted to invest the Executive’s personal assets and manage the Executive’s personal investment portfolio in such a form and manner as will not require any related discounts and commissions, is an arm’s-length commercial transaction between the Company, business services on the one handExecutive’s part to any third party, and provided it does conflict with the several Underwriters, on the other hand, Executive’s duties and responsibilities to the Company are capable or the provisions of evaluating and understanding and understand and accept the termsSection 10 or Section 11 hereof, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection or conflict with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary any material published policy of the Company or its respective affiliatesAffiliates, stockholdersincluding, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisorybut not limited to, agency or fiduciary responsibility in favor the xxxxxxx xxxxxxx policy of the Company or its Affiliates. Notwithstanding the foregoing, the Executive shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Executive’s performance of his duties hereunder. The Executive may continue to serve on any board of directors and advisory committees of companies on which the Executive currently serves, as long as the business of such companies is not competitive with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or any of its Affiliates. The Executive shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the several Underwriters have no obligation to disclose Executive shall, during the term of this Agreement and at the request of the Company, also serve as an officer of any Affiliate of the Company as the Board of Directors shall reasonably request. In such capacity, the Executive shall be responsible generally for all aspects of such interestsoffice. The All terms, conditions, rights and obligations of this Agreement shall be applicable to the Executive while serving in such office as though the Executive and such Affiliate of the Company acknowledges or the Company had separately entered into this Agreement, except that the Underwriters disclaim Executive shall not be entitled to any implied duties (including compensation, vacation, fringe benefits, automobile allowance or other remuneration of any fiduciary duty), covenants or obligations arising kind whatsoever from the Underwriters’ performance such Affiliate of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing in this Agreement shall be deemed to create a partnershipThe Company does hereby hire, joint venture or agency relationship between engage, and employ Employee as the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Chairman of the Underwriters Company, and Employee does hereby accept and agree to such hiring, engagement and employment. Employee shall serve Company in such positions, diligently, competently, and in conformity with respect to the Shares shall be determined solely by the express provisions of this AgreementAgreement and the corporate policies of Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Underwriters Period of Employment, as hereinafter defined. Subject to specific elaboration by the Company's Board of Directors as to the duties (which shall not be liable except consistent herewith and with Employee's offices provided for hereunder) that are to be performed by Employee and the manner in which such duties are to be performed, the duties of Employee shall entail those duties customarily performed by a Chairman of the Company with a sales volume and the number of employees commensurate with those of Company. . Throughout the Period of Employment, Employee shall devote part of his time, energy, and skill to the performance of his duties for Company. The foregoing notwithstanding, Employee shall be permitted to (1) engage in charitable and community affairs, (ii) act as a officer and/or director of any corporations or organizations outside Company and -------------------------------------------------------------------------------- receive compensation therefore, and (iii) to make investments of any character in any business or businesses not in competition with Company and to manage such investments. Employee shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in Company under this Agreement. The Company acknowledges shall furnish Employee with office, secretarial and agrees that: (i) other facilities and services as are reasonably necessary or appropriate for the purchase performance of Employee's duties hereunder and sale consistent with his positions as to the Chairman of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement Employee shall be deemed initially serve as Chairman of the Company. In that capacity, Employee shall have authority and responsibility to create a partnership, joint venture or agency relationship between manage the partiesoperations of the Company consistent with the Company's annual business plan. The Underwriters undertake to perform such duties and obligations only as expressly This business plan will set forth herein. Such duties guidelines related to budgeting, capital expenditures, hiring, and obligations strategic initiatives, and will be formulated by the Employee and approved by the Service Line Leader of the Underwriters ProfitSource with respect to the Shares Company. Employee will formulate the business plan and manage the Company with the primary goal of enhancing ProfitSource stockholder value by maximizing revenues and profitability of the Company. Employee will have authority to bind the Company to contracts that are consistent with Employee's duties and responsibilities hereunder, subject to limitations consistent with ProfitSource and Company policies. The Employee shall perform such related duties and services as the Company's board of directors (the "BOARD") and/or ProfitSource's Chief Executive Officer (each with authority delegated by EPS) may from time to time assign, provided however, that if Employee remains employed by the Company, Employee's responsibility and authority within the Company will not be materially diminished without Employee's consent as long as shares of restricted stock purchased by Employee pursuant to that certain Restricted Stock Purchase Agreement of even date herewith between Employee and ProfitSource (the "RESTRICTED STOCK PURCHASE AGREEMENT") are subject to Restrictions (as defined in the Restricted Stock Purchase Agreement) (the "RESTRICTED PERIOD"). Except as set forth herein, Employee's position and duties may be changed at any time and from time to time by the Board or ProfitSource's Chief Executive Officer (each through authority delegated by EPS). Such duties shall be determined solely by rendered at such place or places as the express provisions Company shall require based upon the interest, need, business and/or opportunities of this Agreementthe Company, and provided however, that for the Underwriters Restricted Period, the principal place at which Employee renders such duties (the "Principal Place") shall not be liable except for relocated more than twenty-five (25) miles from the performance location of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Principal Place on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutydate hereof without Employee's consent.

Duties. Nothing in The Manager appointed by [ENTITY 1] shall be responsible for supervision of all construction activities including, but not limited to, earthwork, clearing and drainage work, erosion control during construction and site work finishing, negotiation and sale of credits on any project undertaken by the Company, together with the reporting of any such sales to the XXX or other appropriate regulatory agency. The Manager appointed by [ENTITY 2] will be responsible for supervision of all construction activities including, but not limited to, site work finishing and for preparation of planting, and for supervising all seeding and planting activities together with all maintenance, monitoring and reporting as may be necessary for a particular project and/or required by the applicable regulatory agencies. The Managers shall be jointly responsible for identifying and negotiating for appropriate sites to be developed by the Company, together with the design, engineering and permitting for projects to be undertaken by the Company. It is acknowledged that each Initial Member currently has their own wetland banks and wetland projects and therefore will continue to operate independently on numerous projects and that each Initial Manager is currently employed by the Initial Member who appointed said Manager hereunder. Each Initial Member and the Company hereby acknowledge and agree that no provision of this Agreement or any other duty or obligation which may otherwise arise by virtue of the association of the Initial Members as contemplated herein shall be deemed construed to create a partnershiplimit the ability of each Initial Member from carrying on its independent business activities and, joint venture further, that such shall not be construed or agency relationship between the parties. The Underwriters undertake in any way interpreted to perform such prohibit or restrict any Initial Manager from carrying on his duties and obligations only as expressly set forth herein. Such duties and obligations an officer, director and/or employee of the Underwriters with respect to the Shares shall be determined solely by the express provisions Initial Member for whom said Initial Manager is employed. By execution of this Agreement, and the Underwriters shall not be liable except for Initial Members hereby appoint the performance of such duties and obligations or failure following individuals to perform such duties or obligations with respect to serve as the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale Initial Managers of the Shares pursuant to this Agreement, including the determination Company: Initial Member Manager [ENTITY 2] [NAME] [ENTITY 1] [NAME] Each of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely above individuals shall serve as a principal and is not the financial advisor, agent or fiduciary Manager of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility until such time as a Manager’s appointment is revoked in favor of writing by the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyMember making said appointment.

Duties. Nothing The Executive, in this Agreement his capacity as President of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be deemed specified and designated from time to create a partnership, joint venture or agency relationship between time by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth hereinBoard of Directors of the Company (the “Board”). Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreementmay include, and the Underwriters shall not be liable except for without limitation, the performance of such duties services for, and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, serving on the one handboard of directors of, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary any subsidiary of the Company or its respective affiliates, stockholders, creditors or employees or without any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor additional compensation. The Executive shall devote substantially all of the Company with respect Executive’s business time and effort to any the performance of the transactions contemplated hereby Executive’s duties hereunder; provided that the Executive will be permitted to spend a portion of his or her time and efforts assisting ARP Phoenix Fund I GP, LLC in the process leading thereto (irrespective performance of whether such Underwriter has advised or is currently advising its duties to ARP Phoenix Fund I, L.P. Provided that the Company on other matters); and (iv) following activities do not interfere with the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Executive’s duties to the Company and provided that the several Underwriters have no obligation to disclose following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations, and may serve on the boards of directors of other business organizations that are not engaged in any aspect of such intereststhe multi-family residential industry, provided, however, that service on the boards of directors of other business organizations shall require the consent of the Board. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Executive currently serves as a director of the duties and obligations expressly set forth hereinCompany. The Company hereby waives agrees that the Executive shall be nominated by the Nominating and releases, Corporate Governance Committee of the Board for re-election to the fullest extent permitted by lawBoard of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the President of the Company; provided that, any claims at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company may have against due to disability, (b) the several Underwriters with respect Company has not notified the Executive of its intention to any breach terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign from his or alleged breach her position of agency or fiduciary dutyPresident of the Company.

Duties. Nothing Executive shall render exclusive, full-time services to the Company. Executive shall report to the Chief Executive Officer (“CEO”) in Executive’s role. Executive shall perform services under this Agreement primarily from a remote location, and from time to time at such other locations as may be necessary or as otherwise reasonably requested by the Company. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned by the Chief Executive Officer (“CEO”). Executive shall devote Executive’s best efforts and full business time, skill and attention to performance of Executive’s duties on behalf of the Company; provided, however, that Executive may engage in civic and not-for-profit activities (e.g. charitable and industry association activities) as long as such activities do not materially interfere with Executive’s obligations hereunder. During Executive’s employment with the Company, Executive agrees not to engage in any business or for-profit activities outside the Company, including serving on any advisory boards or boards of directors of for-profit entities, except with the prior written approval of the CEO, which approval may be rescinded at any time in the CEO’s discretion, provided that in the event of such rescission Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters permitted reasonable time for orderly withdrawal from any board with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of which such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and consent has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth hereinrescinded. The Company hereby waives consents to Executive’s continuing academic appointment at Stanford University School of Medicine, and releasesto his attending (pro xxxx) in clinic twice per month (the 1st and 3rd Fridays of every month), with the understanding that with sufficient notice the clinic days can be moved as needed in order to meet critical needs of the fullest extent permitted by lawCompany. The Company also consents to Executive’s continuing service on the advisory boards of Bone Health Technologies and American Bone Health, and to consult in his own time for Spruce Biosciences, Calcilytix, and Reneo Pharma. By signing this Agreement, Executive represents that Executive is not subject to any claims other contract or duty that would interfere in any way with Executive’s employment with the Company may have against the several Underwriters with respect to any breach or alleged breach performance of agency or fiduciary dutyemployment duties hereunder.

Duties. Nothing During the Period of Employment (as defined in this Agreement Section 3), Executive shall be deemed to create a partnershipserve the Company in such position fully, joint venture or agency relationship between diligently, competently, and in conformity with the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, directives of the Chief Executive Officer and the Underwriters Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted during the Period of Employment. In this position, Executive shall report to the Chief Executive Officer. If requested by the Company, Executive shall also serve as a member of the Board and any Board committees without additional compensation. Throughout the Period of Employment, Executive shall devote his full business time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. The foregoing notwithstanding, Executive shall be permitted to (i) engage in charitable and community affairs, and (ii) to make investments of any character in any business or businesses and to manage such investments (but not be involved in the day-to-day operations of any such business); provided, in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflict with the provisions of Sections 14 and 15, and further provided that Executive shall not be liable except serve as a director of any other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance and Nominating Committee of the Board prior to the commencement of such service. Executive shall exercise due diligence and care in the performance of his duties for and the fulfillment of his obligations to the Company under this Agreement. During the Period of Employment, the Company shall furnish Executive with office, secretarial and other facilities and services as are reasonably necessary or appropriate for the performance of such Executive’s duties hereunder and obligations or failure to perform such duties or obligations consistent with respect his position as a President & Chief Operating Officer of the Company. Executive hereby represents to the Shares as are specifically set forth in Company that the execution and delivery of this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, Agreement by Executive and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment or other agreement or policy to such transaction each Underwriter which Executive is and has been acting solely as a principal and is not the financial advisor, agent party or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyotherwise bound.

Duties. Nothing in (a) The Executive has been elected as Senior Vice President and Chief Financial Officer of the Company, and he agrees to serve as such during each year of the term of this Agreement shall be deemed that he is elected to create a partnership, joint venture or agency relationship between the partiessuch office and until his successor is elected and qualified. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect If at any time prior to the Shares shall be determined solely by the express provisions expiration of this Agreement, the Board of Directors of the Company shall fail to reelect Executive as Senior Vice President and Chief Financial Officer at the Underwriters Company's Annual Organizational Meeting (except as a result of termination pursuant to Section 7 hereof), Executive's employment hereunder shall not be liable except for terminate ninety (90) days after the performance date of such duties meeting. During said ninety-day (90-day) period the Executive shall continue to be employed under this Agreement, shall cooperate fully with the Company's Board of Directors and obligations or failure shall devote his full business time and attention to perform such duties or obligations not inconsistent with respect to the Shares provisions hereof as are specifically set forth in this Agreementhe shall be assigned by the Company's Board of Directors. The Company acknowledges and agrees that: (i) the purchase and sale Upon termination of the Shares Executive's employment hereunder pursuant to this AgreementSection 4(a), including the determination of the public offering price of the Shares and any related discounts and commissions, is Executive shall resign as an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those officer of the Company and that each of its subsidiaries of which he shall then be a director and/or officer. Notwithstanding any such termination, the several Underwriters have no obligation Executive, provided he does not violate the provisions of Section 9 hereof, shall be entitled to disclose any receive (i) as severance pay an amount equal to his Salary, at the rate in effect at the time of termination of employment hereunder, for a period of two (2) years after the date of such intereststermination, payable in monthly installments, and (ii) the certain benefits provided for in Section 8 hereof, for a period of two (2) years after the date of such termination or such shorter period as provided in Section 8. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary dutyIf Executive's employment hereunder shall terminate pursuant to this Section 4(a), covenants or obligations arising such termination shall not prevent Executive from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that accepting other employment with the Company may have against or otherwise after the several Underwriters with respect to any breach or alleged breach effective date of agency or fiduciary dutysuch termination.

Duties. Nothing in this Agreement The Company does hereby employ and engage the Employee as Senior Vice President, Chief Financial Officer and Secretary of the Company and each of its subsidiaries and divisions, or such other title as the Company's Chief Executive Officer shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be deemed such executive and managerial duties and responsibilities as the Chief Executive Officer shall specify from time to create a partnershiptime and as provided in the Bylaws of the Company, joint venture or agency relationship between as the partiessame may be amended from time to time. The Underwriters undertake to Employee shall diligently and faithfully execute and perform such duties and obligations only as expressly set forth hereinresponsibilities, subject to the general supervision and control of the Company's Chief Executive Officer. Such The Employee shall be responsible and report to the Company's Chief Executive Officer. The Company's Chief Executive Officer shall determine the Employee's duties and obligations of responsibilities and may assign or reassign the Underwriters with respect Employee to such executive and managerial duties, responsibilities or positions as such officer deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the Shares shall be determined solely by the express provisions of this Agreement, business and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those affairs of the Company and shall not, during the Employment Term (as that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary dutyterm is defined below), covenants be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity will not: (a) adversely affect or obligations arising from materially interfere with the Underwriters’ performance of the Employee's duties and obligations expressly set forth herein. The Company hereby waives and releasesresponsibilities hereunder, to the fullest extent permitted by law, any claims that (b) involve a conflict of interest with the Company may have against or (c) involve activities competitive with the several Underwriters business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs and (ii) make investments of any character in any business not in competition with respect to the Company or any breach of its subsidiaries or alleged breach divisions and manage such investment (but not be involved in the day-to-day operations of agency any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or fiduciary dutyinterfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between The Company hereby employs the partiesEmployee as President. The Underwriters undertake Employee will have the powers, duties and responsibilities from time to time assigned to him by the Company's Board of Directors or its Chief Executive Officer, including rendering services on behalf of Premiere Technologies, Inc. ("Premiere") or any of Premiere's other subsidiaries. During the term of his employment under this Agreement, the Employee will perform such duties and obligations only exercise such authority as expressly set forth hereinare customarily performed and exercised by the president of a corporation, subject to the ultimate direction and control of the Board of Directors and Chief Executive Officer of the Company. Such The Employee will devote substantially all of his business time to faithfully and industriously perform his duties and obligations promote the business and best interests of the Underwriters with respect Company. The Employee's duties hereunder are to be performed (subject to such travel as may be required in the Shares conduct of his duties hereunder) at the Company's corporate offices, which are currently located in the Cleveland, Ohio metropolitan area; provided, however, in the event that the Company's Board of Directors determines that it is in the best interest of the Company that the Employee's duties hereunder be performed (subject to such travel as may be required in the conduct of his duties hereunder) at Premiere's corporate offices, which are currently located in the Atlanta, Georgia metropolitan area, then the Employee shall perform his duties hereunder (subject to such travel as may be determined solely by required in the express provisions conduct of this Agreementhis duties hereunder) at Premiere's corporate offices; provided, and that the Underwriters employee shall not be liable except for the performance of such duties and obligations or failure required to perform such duties or obligations with respect relocate his personal residence to the Shares Atlanta, Georgia metropolitan area. Except as are specifically set forth provided in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale preceding sentence, the Employee's place of employment hereunder shall not be moved to a location outside of the Shares pursuant to this AgreementCleveland, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby Ohio metropolitan area or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising Atlanta, Georgia metropolitan area without the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyEmployee's consent.

Duties. Nothing in this Agreement (a) The Executive shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform have such duties and obligations only responsibilities as expressly set forth herein. Such duties and obligations may be as determined by the Board of Directors of the Underwriters Corporation in accordance with respect the Amended and Restated By-Laws of the Corporation in effect from time to time, provided that such duties shall at all times be consistent with the duties normally performed by the Chairman and Chief Executive Officer of companies engaged in businesses similar to the Shares shall be determined solely by Business of the express provisions Corporation. For purposes of this Agreement, the "Business" of the Corporation shall mean providing business-to-business electronic commerce extranet software and services to Global 1000 companies. The Executive agrees to devote a substantial portion of his business time, attention and energies to the Underwriters shall not be liable except for diligent performance of his duties hereunder and will not, during the Term hereof, engage in, accept employment from, or provide services to any other person, firm, corporation, governmental agency or other entity that engages in, any activities which, in the opinion of the Board of Directors, would materially conflict with or detract from the Executive's reasonable performance of such duties duties; provided, however, that nothing herein shall restrict the Executive from providing services of any nature to XxxxxxxxXxxxx.xxx, Inc. ("WarrantyCheck") and obligations its successors and assigns, or failure to perform such duties or obligations acting in any capacity, including without limitation, as Chairman, Chief Executive Officer and President with respect to WarrantyCheck; provided, further, that if such involvement regularly exceeds ten (10) business hours per week, the Shares as are specifically procedures set forth in this Agreement. The Company acknowledges Section 3(b) may be instituted by a majority of the disinterested members of the Corporation's Board of Directors (the "Disinterested Directors"); and agrees that: provided, further, that the Executive shall be permitted hereunder (i) to serve on the purchase and sale board of directors of any other corporation or trade associations with the consent of the Shares pursuant to this AgreementCorporation's Board of Directors, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) to engage in any charitable activities and community affairs, and (iii) to participate in or assist with the creation or management of any other start-up, developmental or new venture or business (a "New Venture") that does not compete with the Business of the Corporation as a non-employee director, provided that with respect to such New Venture, the Executive receives the prior consent of the Disinterested Directors in connection therewith and such participation or assistance with such New Ventures does not, individually or in the aggregate, materially interfere with the Executive's performance of his obligations and duties hereunder; provided, however, that no consent of the Corporation's Board of Directors or of the Disinterested Directors shall be required in connection with each transaction contemplated hereby and a passive investment in a business that does not compete with the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary Business of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCorporation.

Duties. Nothing in this Agreement shall (a) Director agrees to the Company and to devote as much time as is reasonably necessary to perform his duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be deemed to create a partnership, joint venture or agency relationship between the partiesappointed. The Underwriters undertake to Director will perform such duties and obligations only as expressly set forth herein. Such duties and obligations described herein in accordance with the general fiduciary duty of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreementdirectors. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that: (i) the purchase and sale of the Shares pursuant that Director may maintain such positions. The Company also acknowledges that Director may from time to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the time provide consulting or advisory services for business entities other hand, and than the Company which are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those competitors of the Company and that Director may sit on the several Underwriters have board of directors of other entities, subject to any limitations set forth by the Sxxxxxxx-Xxxxx Act of 2002 and applicable fiduciary duties owed to the Company, and limitations related thereto, including those provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities which are material in nature, and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no obligation to disclose way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such intereststime as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance currently intends to hold at least one regular meeting of the duties Board and obligations expressly set forth hereineach Committee each quarter, together with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. The Company hereby waives Director shall be given reasonable advance notice of such meetings, and releases, they will be scheduled at times when Director is available. Director shall make reasonable business efforts to attend (either in person or telephonically) all Board meetings and all pre-scheduled Board committees and subcommittees as reasonably requested and agreed upon by the Board and make himself available to the fullest extent permitted by lawCompany at mutually convenient times and places, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyas appropriate and convenient.

Duties. Nothing in this Agreement Subject to the direction of the respective Boards of Directors of ------ GCB and the Bank, the Employee shall be deemed to create a partnershiphave responsibility for the general management and control of the business and affairs of GCB, joint venture or agency relationship between the parties. The Underwriters undertake to Bank and their subsidiaries and shall perform such all duties and obligations only as expressly set forth hereinshall have all powers which are commonly incident to an executive who holds the offices of Chairman, President and Chief Executive Officer of a commercial bank, and the Chairman and Chief Executive Officer of a bank holding company or which, consistent therewith, are delegated to him by the respective Boards of Directors. Such duties and obligations include, but are not limited to (1) managing the day-to-day operations of the Underwriters Bank and GCB; (2) managing the efforts of the Bank, and participating in the efforts of GCB to comply with respect applicable laws and regulations; (3) promoting GCB and the Bank and their services, (4) supervising other employees of GCB and the Bank, including the right to discipline, terminate and determine compensation and salaries of all employees (subject to the Shares shall Board's oversight of compensation of any officers), (5) providing prompt and accurate reports to the Boards of Directors of GCB and the Bank regarding the affairs and condition of GCB, the Bank and their subsidiaries, respectively, and (6) making recommendations to the Boards of Directors of GCB and/or the Bank, as the case may be, concerning the strategies, capital structure, tactics, and general operations of GCB and/or the Bank. Base Compensation and Bonus Consideration. GCB and the Bank agree to pay ------------------------------------------- the Employee so long as he is employed pursuant to this Agreement a salary not less than Four Hundred Seventy-five Thousand and 00/100 Dollars ($475,000.00) per annum, payable on the same schedule as salaries of other executive officers of the Bank are paid. This salary may be determined solely increased from time to time as approved by the express provisions Board of this AgreementDirectors of GCB and the Bank, and the Underwriters shall not Boards of Directors agree to evaluate whether an annual increase is merited. The foregoing salary and any increase thereof by the Boards of Directors will be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in "Base Compensation" under this Agreement. The Company acknowledges and agrees that: (i) Bank will pay the purchase and sale Employee such salary for so long as Bank is an employer of the Shares pursuant to this AgreementEmployee hereunder, including and GCB will pay the determination Employee such salary if it is the sole employer of the public offering price Employee hereunder. The Board of Directors of GCB and/or the Shares Bank also agree to evaluate annually whether to award Employee a bonus, based upon Employee's performance and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyrelevant considerations.

Duties. Nothing The Executive shall perform and discharge faithfully the duties and responsibilities which may be assigned by the Board to the Executive from time to time in this Agreement connection with the conduct of the Company’s and Board’s business, which shall be deemed include, without limitation, (a) prior to create the Transition Date, the continuation of her present duties as President and Chief Executive Officer of the Company, and (b) after the Transition Date, (i) providing expertise, insight and guidance in support of the new President and Chief Executive Officer and related assistance in furtherance of a partnershipsmooth transition of the Company’s leadership, joint venture or agency relationship (ii) if elected at any annual meeting of shareholders prior to the Retirement Date, serving as a member of the Board, (iii) whenever present, presiding at all meetings of the Board and of the Company’s shareholders, and (iv) coordinating between the parties. The Underwriters undertake to perform such duties Board and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters new Chief Executive Officer with respect to the Shares Company’s business and strategic initiatives. The Executive shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect report to the Shares as are specifically Board. The Executive hereby agrees that she shall at all times comply with and abide by all terms and conditions set forth in this AgreementAgreement and all applicable work policies, procedures and rules of the Company. The Executive also agrees that she shall comply with all federal, state and local statutes, regulations and public ordinances governing the performance of her duties hereunder. For the period from the Effective Date through the Transition Date, the Company acknowledges will provide Executive with access to Company premises and agrees that: administrative support consistent with past practice. For the period from the Transition Date to the Retirement Date, the Company will provide the Executive with access and technical and administrative support reasonably sufficient to allow the Executive to perform her duties hereunder, which is anticipated to include (i) the purchase and sale computer hardware of the Shares pursuant to this Agreement, including type currently used by the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this AgreementExecutive; (ii) in connection with each transaction contemplated hereby a Company email and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other partydirector portal accounts; (iii) no Underwriter has assumed or will assume access to an advisoryexecutive administrative assistant for purposes of scheduling Company-related matters; (iv) IT support for the Executive’s hardware and software, agency or fiduciary responsibility in favor of the Company including with respect the Executive’s personal devices to any of the transactions contemplated hereby or the process leading thereto extent they are used for Company matters; (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters)v) mail forwarding services; and (ivv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the key-card access to Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyfacilities.

Duties. Nothing in this Agreement During the Term, Executive shall be deemed employed by the Company as Chief Operating Officer and Executive Vice President of the Company and of the OP and, as such, Executive shall faithfully and to create the best of his ability perform for the Company and the OP the duties of such offices and shall perform such other duties of an executive, managerial or administrative nature, which are consistent with such offices, as shall be specified and designated from time to time by the Chief Executive Officer of the Company or Board of Trustees of the Company (the “Board”), and as an officer, manager, agent, trustee or other representative with respect to any subsidiary, affiliate or joint venture of the Company (each a partnership“Subsidiary”) consistent with Executive’s position as Chief Operating Officer; provided, however, that Executive’s service in such positions with a joint venture or agency relationship between affiliate that is not a majority owned subsidiary shall be subject to the partiesmutual agreement of Executive and the Company. The Underwriters undertake Executive shall report to perform such duties and obligations only as expressly set forth herein. Such duties and obligations the Board, the Chairman of the Underwriters with respect Board and the Chief Executive Officer of the Company. Executive shall devote his business time and effort exclusively to the Shares shall be determined solely by the express provisions performance of this Agreement, his duties hereunder and the Underwriters shall not be liable except for employed by or provide business services to any other person or entity. Notwithstanding the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: foregoing, nothing herein shall prohibit Executive from (i) the purchase engaging in personal investment activities for Executive and sale his family that do not give rise to any conflict of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and interests with the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreementor its affiliates; (ii) in connection subject to prior approval of the Board, which approval shall not be unreasonably withheld, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; and (iii) no Underwriter has assumed or will assume an advisoryengaging in charitable and civic activities, agency or fiduciary responsibility so long as such activities and outside interests described in favor clauses (i), (ii) and (iii) hereof do not interfere, in any material respect, with the performance of Executive’s duties hereunder. The Executive shall perform his duties at the principal office of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany.

Duties. Nothing Director agrees to serve as an independent Director of the Company in this Agreement shall Class [I/II] and to be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake available to perform the duties consistent with such duties position pursuant to the Certificate of Incorporation, Bylaws, Code of Business Ethics and obligations only as expressly set forth herein. Such duties Conduct and obligations Corporate Governance Guidelines of the Underwriters with respect to Company (collectively, the Shares shall be determined solely by the express provisions of this Agreement, “Governance Documents”) and the Underwriters shall not be liable except for laws of the performance state of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementDelaware. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees that: (i) the purchase and sale of the Shares pursuant to that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s obligations under this Agreement, including the determination of the public offering price of the Shares . Director confirms that he expects he will be able to devote sufficient time and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and attention to the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading as is necessary to such transaction each Underwriter is and has been acting solely fulfill his responsibilities as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Director of the Company and that he expects the several Underwriters have Other Employment will not in any way impact Director’s independence, and if he determines that is no obligation to disclose any longer the case, he will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person meetings of the Company’s board of directors; provided, that he is given reasonable advance notice of such interestsmeetings and they are scheduled at times when he is available. The Company acknowledges Director also represents that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or Other Employment shall not materially and unreasonably interfere with Director’s obligations arising from under this Agreement. Without limiting the Underwriters’ performance generality of the duties and obligations expressly set forth herein. The Company hereby waives and releasesforegoing, to the fullest extent permitted by law, any claims Director confirms that the Company may have against the several Underwriters he is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the New York Stock Exchange). Director also confirms that, to his knowledge, (a) he does not possess material business, close personal relationships or other affiliations, or any breach history of any such material business, close personal relationships or alleged breach other affiliations, with the Company’s significant equity or debt holders or any of agency their respective corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company or fiduciary duty(ii) make decisions and carry out his responsibilities as a Director of the Company, in each case in accordance with the terms of the Governance Documents and applicable law, and (b) he has no existing relationship or affiliation of any kind with any entity he knows to be a competitor of the Company. By execution of this Agreement, Director accepts his appointment or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until his successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The parties hereto acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged to serve, and shall not serve, the Company in any other capacity.

Duties. Nothing Best Efforts: Indemnification. Employee shall serve as Chairman of the Board, President and Chief Executive Officer, subject only to the directions from the Board of Directors of Company. Subject only to the directions of those identified in this Agreement the preceding sentence, Employee shall have supervision and control over, and sole responsibility for, all executive management of the Company, and shall have such powers and duties as may be deemed from time to create a partnershiptime prescribed by the Board of Directors of the Company, joint venture or agency relationship between provided that the parties. The Underwriters undertake to perform such nature of Employee's powers and duties so prescribed shall not be inconsistent with Employee's position and obligations only as expressly duties set forth herein. Such duties Employee shall devote all of his business time, attention and obligations energies to the business and affairs of Company, shall use his best efforts to advance the best interests of Company and shall not during the Term be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage. The Employee shall expend his best efforts on behalf of the Underwriters with respect company and abide by all reasonable Company policies now or hereafter existing. Subject to the Shares shall be determined solely by the express provisions of this AgreementCompany's Certificate of Incorporation and Bylaws, and the Underwriters each as amended from time to time, Company shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, indemnify Employee to the fullest extent permitted by lawthe General Corporation Law of the State of Georgia, as amended from time to time, for all amounts ( including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by Employee in connection with any claims that action, suit, investigation or proceeding arising out of or relating to the performance by Employee of services for, or the acting by Employee as a director, officer or employee of, Company, or any other person or enterprise in good faith at Company's request. Company may have against shall obtain and maintain in full force and effect during the several Underwriters with respect Term, directors' and officers' liability insurance policies providing full and adequate protection to any breach or alleged breach of agency or fiduciary dutyEmployee acting in good faith within his capacities for the Company.

Duties. Nothing in this Agreement 1.1 The Executive shall be deemed to create a partnership, joint venture or agency relationship between employed as the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Chief Executive Officer (the “CEO”) of the Underwriters with respect Company. In such capacity, the Executive shall report to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Board of the Company and that be subject to the several Underwriters have no obligation to disclose any supervision of such intereststhe Chairman of the Board. The Company acknowledges shall employ the Executive on a full-time basis and the Executive shall devote his full time diligent professional efforts to the performance of his duties as CEO of the Company (which shall be as of November 1st. During the Executive’s employment with the Company he shall devote his commercially reasonable efforts and his full business time, skill and attention to the performance of his duties on behalf of the Company. The Executive shall be permitted to (i) continue to engage in the charitable and civic activities with which he is currently involved (ii) continue to serve as a non-executive director on the boards of directors of Osprey Medical, Inc., MilkSmart, Inc. and QXMedical, LLC, and (iii) engage in other charitable or civic activities, provided that such activities described in (i) through (iii) above do not unreasonably interfere with the Underwriters disclaim any implied performance of his duties on behalf of the Company as determined in the reasonable discretion of the Board of Directors. The Executive shall perform the duties, services and responsibilities as are consistent with the positions held by the Executive from time to time, including, but not limited to: · the general management and supervision of the business and personnel of the Company and its subsidiaries; · enhancing revenue levels, operational efficiencies and bottom-line results in the Company; · providing necessary leadership to all staff for the Company, including ensuring staff retention and appropriate succession; · reviewing, setting and implementing the strategic and operating plans and budgets for the company. For the next twelve months, these will include but not necessarily be limited to: · completion of the present Phase I U.S. IDE trial; · reviewing the data collection from the trial to ensure the proper endpoints are being met and to determine if these endpoints remain appropriate for the future U.S. Pivotal Trial and in marketing the technology; · reviewing, setting and implementing the plan and budget for preparing for and submitting the application for FDA approval of a Pivotal Trial and for the implementation of that trial once approved; · reviewing, setting and implementing the plan and budget for the application for XX-Xxxx approval and preparing an outline of the broad parameters of a plan for marketing the C-Pulse outside of the USA; · working with the Company’s Board of Directors to develop plans for raising capital to fund the Company’s activities from 2010 onwards and preparing and implementing action plans to achieve the agreed objectives; · working with the Company’s Board of Directors to develop and pursue potential strategic options for the Company in the short and medium term (including any fiduciary dutypotential linkages with major health care players); and · all such other duties, covenants or obligations arising as from time to time, are required by the Underwriters’ performance Board of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyDirectors.

Duties. Nothing The Executive shall serve as the Company’s President and Chief Executive Officer and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such positions in this Agreement a public corporation of similar size and business and subject to the direction of the Board and the Executive Chairman, shall be deemed to create a partnership, joint venture or agency relationship between have general responsibility and ultimate authority for implementation of the partiespolicies of the Company and for the management of the business and affairs of the Company. The Underwriters undertake to perform such Executive also shall have any additional duties and obligations only as expressly set forth herein. Such any additional responsibilities which may from time to time be reasonably designated by the Board or the Executive Chairman; provided that the scope of his duties and obligations the extent of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters his responsibilities shall not be liable except for substantially different from the performance of such duties and obligations or failure to perform such duties or obligations responsibilities customarily associated with respect the position of President and Chief Executive Officer in a public corporation of a similar size and business. At all times, the Executive shall be subject to the Shares as are specifically set forth in this Agreementdirection of the Board. The During the Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of the Company acknowledges and agrees thatits subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activities for which the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the Executive receives de minimis compensation or other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreementpecuniary advantage; (ii) invest his personal assets in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and any business that is not the financial advisor, agent or fiduciary of competitive with the Company or any of its respective affiliatessubsidiaries, stockholders, creditors or employees or provided that such investment will not require any other partyservices on the part of the Executive which would unreasonably interfere with his obligations hereunder; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company with respect to or any of its subsidiaries, provided that the transactions contemplated hereby Executive may not beneficially own five percent (5%) or the process leading thereto more of any class of such securities; (irrespective iv) serve as a director of whether such Underwriter has advised or is currently advising up to three publicly traded entities that are not competitive with the Company on other matters)or any of its subsidiaries; and (ivv) participate in any other activity approved in advance in writing by the several Underwriters and their respective affiliates may be Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a broad range of transactions that involve interests that differ from those one-hundred (100) mile radius of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany’s principal executive headquarters.

Duties. Nothing Employee shall, serve as, and have all power and authority inherent in this Agreement the offices of President, vFinance Investments, Inc., Retail Brokerage Division reporting to the CEO and Chairman of vFinance Investments, Inc. ("Management"). The Employee shall be deemed responsible for those areas in the conduct of the business reasonably assigned to create him consistent with responsibility for the over-all growth and profitability of the retail brokerage operations of the Company including trading to the extent it impacts upon the retail brokerage operation and including retail investment banking operations. Employee shall devote on a partnershipfull time basis his business time and efforts to the business of the Company; provided, joint venture however, that it is understood and agreed that, while Employee may devote time to other business matters in which he has an interest and may be an officer or agency relationship between director of other companies (including JSM Capital Holding, Corp.) that have no conflicts of interest with the partiesCompany, in the event of a conflict, Employee's first and primary responsibility shall be to the full time performance of his duties for the Company. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of Company understands that Employee has also executed an Independent Contractor Agreement with the Underwriters with respect to the Shares shall be determined solely by the express provisions of this AgreementCompany, and the Underwriters shall not Company understands and agrees that Employee will also be liable except for performing services as an Independent Contractor. The Company agrees that the performance of such services as an Independent Contractor shall not be deemed a conflict of interest hereunder provided that the Employee continues to diligently perform his duties hereunder. Employee agrees that in the performance of his duties hereunder, the employee in the routine conduct of his duties will be performed at either the JSM Capital Holding, Corp. ("JSM") offices in New York, New York or the Company's office located in Boca Raton, Florida. The Employee shall be reimbursed for reasonable travel, lodging, and obligations or failure meal expenses for work and travel to perform such duties or obligations with respect to the Shares as are specifically set forth in this AgreementBoca Raton, Florida. The Company acknowledges and agrees that: (i) recognizes that from time to time the purchase and sale employee in his reasonable judgment may perform services required of the Shares pursuant to this Agreementhim hereunder, including the determination off-site by means of the public offering price of the Shares and any related discounts and commissionstelephone, is an arm’s-length commercial transaction between the Companyfacsimile, on the one hand, and the several Underwriters, on the electronic mail or other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyappropriate means.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations (or failure to perform such duties or obligations obligations) with respect to the Shares as are specifically set forth in this Agreement. The Each of the Company and the Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanySelling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Selling Shareholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Selling Shareholders or its their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders and that the several Underwriters have no obligation to disclose any of such interests. The Company and each of the Selling Shareholder acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company and the Selling Shareholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between Executive will hold the partiesoffice of Chief Financial Officer (“CFO”). The Underwriters undertake to perform Executive will have such duties and obligations only responsibilities as expressly set forth herein. Such may be assigned, from time to time, by and subject to the direction and supervision of, and shall report to, the Company’s Chief Executive Officer, including, in Executive’s capacity as CFO, such duties and obligations responsibilities to the subsidiaries of the Underwriters with respect Company as may be assigned, from time to time, by and subject to the Shares shall direction and supervision of the Company’s Chief Executive Officer. During the Term, and excluding any periods of vacation or personal leave to which Executive is entitled, (i) Executive will render Executive’s services on an exclusive basis to the Company, primarily at the Company’s facility in and around Dallas, Texas, (ii) Executive will apply on a full-time basis all of Executive’s skill and experience to the performance of Executive’s duties, and (iii) Executive may have no other employment and, without the prior written consent of the Company, no outside business activities (provided that the management of Executive’s personal or family assets and affairs and Executive’s time spent on charitable activities will not be determined solely by deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement). Executive will perform Executive’s duties under this Agreement with fidelity and loyalty to the express provisions Company, to the best of Executive’s ability, experience and talent in a diligent, trustworthy, businesslike and efficient manner consistent with Executive’s duties and responsibilities and in accord with best practices within the Company’s industry. So long as they are not inconsistent with the terms of this Agreement, Executive shall also comply with all policies, rules and regulations of the Underwriters Company as well as all directives and instructions from the Company’s Chief Executive Officer or the board of directors of the parent of the Company, RMG Networks Holding Corp., a Delaware corporation (the “Board”). The Company shall have the right to purchase in Executive’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder, and Executive agrees to cooperate with the Company’s procurement of such policy, provided that any information provided to an insurance company or broker shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect provided to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) without the purchase and sale prior written authorization of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyExecutive.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between During the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions term of this Agreement, Employee will be employed by the Company to serve as President and Chief Executive Officer of a wholly owned subsidiary of the Underwriters shall Company. The Employee will devote such amount of business time to the conduct of the business of the Company as may be reasonably required to effectively discharge Employee's duties under this Agreement and, subject to the supervision and direction of the Company's Board of Directors (the "Board"), will perform those duties and have such authority and powers as are customarily associated with the offices of a President and Chief Executive Officer of a company engaged in a business that is similar to the business of the Company, including (without limitation) (a) the authority to direct and manage the day-to-day operations and affairs of the Company, (b) the authority to hire and discharge employees of the Company, and (c) all other authority and powers exercised by the Employee prior to the Effective Date as President and Chief Executive Officer of the Company; provided, however, that Employee will not be liable except for the performance of such duties and obligations or failure required to perform such duties or obligations services for any affiliate of the Company and will not be required to accept any other offices with respect the Company without Employee's consent. Unless the parties agree otherwise in writing, during the term of this Agreement, Employee will not be required to perform services under this Agreement other than at Company's principal place of business in Dallas, Texas; provided, however, that Company may, from time to time, require Employee to travel temporarily to other locations on the Shares as are specifically set forth Company's business. Notwithstanding the foregoing, nothing in this Agreement. The Company acknowledges and agrees that: Agreement is to be construed as prohibiting Employee from continuing to (i) the purchase and sale of the Shares pursuant to this Agreementserve on corporate, including the determination of the public offering price of the Shares and any related discounts and commissionscivic or charitable boards or committees, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisordeliver lectures, agent fulfill speaking engagements or fiduciary of the Company or its respective affiliatesteach at educational institutions, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); manage personal investments and (iv) provide consulting services, so long as such activities do not significantly interfere with the several Underwriters and their respective affiliates may be engaged in a broad range performance of transactions that involve interests that differ from those the Employee's responsibilities as an employee of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters in accordance with respect to any breach or alleged breach of agency or fiduciary dutythis Agreement.

Duties. Nothing The Employee shall serve the Corporation as a member of its Board of Directors and shall hold the offices of President and Chief Operating Officer and shall serve in such other executive capacity as may be reasonably determined by the Board of Directors and is reasonably acceptable to him. The Employee shall be responsible for all business units and functional units, other than Engineering, Corporate Product Management, Corporate Marketing and Legal, provided that the Chairman of the Board shall continue to be responsible for the special Olympic project and direction of the Corporation's community and philanthropic activities. The Employee shall perform such executive, administrative and other services and duties as are incidental to the offices he holds and as may, from time to time, be assigned to him by the Board of Directors of the Corporation or a committee thereof. The Employee further agrees to serve as an officer and/or director of any parent, subsidiary or affiliate of the Corporation, upon request by the Board of Directors of the Corporation or a committee thereof. It is the intention of the parties that the Employee will become Chief Executive Officer no later than September 1, 1996 and shall thereafter be responsible for the general management of the affairs of the Company, subject to the control of the Board of Directors. The Employee shall report to the Chairman of the Board until he becomes Chief Executive Officer and thereafter he shall report to the Corporation's Board of Directors. During the term of this Agreement Agreement, the Employee shall devote substantially all of his business time, attention and energies to the business of the Corporation. Neither the Employee's participation in other businesses, as a director or otherwise, with the approval of the Corporation's Board of Directors (which approval shall be deemed to create a partnership, joint venture or agency relationship between include the parties. The Underwriters undertake Board of Directors not objecting to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect participation following disclosure thereof to the Shares Board of Directors by Employee, and which approval may not subsequently be withdrawn without cause) nor the Employee's engaging in charitable activities and community affairs or managing his personal investments and affairs shall be determined solely by deemed to contravene the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyforegoing provision.

Duties. Nothing in this Agreement shall be deemed to create a partnershipDuring the Term, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase Company shall employ the Employee and sale the Employee shall serve the Company as its Senior Vice President and Chief Financial Officer and (ii) Hyde Park shall employ the Employee and the Employee shall serve Hyde Park as its Senior Vice President and Chief Financial Officer. Subject to the authority and direction of the Shares pursuant to this Agreement, including Chief Executive Officer and the determination Board of Directors of the public offering price Company (the “Board” or “Board of Directors”), the Employee shall have the duties, authorities and responsibilities for the financial affairs of the Shares Company and any related discounts of Hyde Park, including, without limitation, finance, accounting, tax, legal, human resources, systems, insurance, risk management, equipment leasing and commissionscontracts, is an arm’s-length commercial transaction between and shall perform such other duties and exercise such other authorities commensurate with Employee’s position which are or from time to time may be delegated to him by the Chief Executive Officer or the Board of Directors or the Company Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board. The principal location of Employee’s employment shall be at the Company’s executive office located in Buffalo Grove, on Illinois. Employee shall devote his entire working time to the one hand, and the several Underwriters, on the other hand, and affairs of the Company are capable and Hyde Park and shall faithfully and to the best of evaluating his ability perform his duties hereunder. Notwithstanding the foregoing, nothing herein shall prohibit Employee from (i) engaging in personal investment activities for himself and understanding and understand and accept his family that do not give rise to any conflict of interests with the terms, risks and conditions of the transactions contemplated by this AgreementCompany or its affiliates; (ii) in connection with each transaction contemplated hereby and subject to prior approval of the process leading to such transaction each Underwriter is and has been Board of Directors, acting solely as a principal and is director or in a similar role for an entity unrelated to the Company if such role does not the financial advisor, agent or fiduciary give rise to any conflict of interests with the Company or its respective affiliates, stockholders, creditors or employees or any other party; and (iii) no Underwriter has assumed or will assume engaging in charitable and civic activities, in each case and collectively to an advisory, agency or fiduciary responsibility in favor extent that does not materially interfere with the performance of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Employee’s duties for the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyHyde Park hereunder.

Duties. Nothing in this Agreement The Company does hereby employ and engage the Employee as Chief Executive Officer of the Company and each of its subsidiaries and divisions, or such other title as the Company's Board of Directors shall specify from time to time, and the Employee does hereby accept and agree to such engagement and employment. The Employee's duties shall be deemed such executive and managerial duties and responsibilities as the Board of Directors shall specify from time to create time and as provided in the Bylaws of the Company, as the same may be amended from time to time, and shall entail those duties customarily performed by a partnership, joint venture or agency relationship between Chief Executive Officer of a company with a sales volume and number of employees commensurate with those of the partiesCompany. The Underwriters undertake to Employee shall diligently and faithfully execute and perform such duties and obligations responsibilities, subject to the general supervision and control of the Company's Board of Directors. The Employee shall be responsible and report only as expressly set forth hereinto the Company's Board of Directors. Such The Board of Directors, in its sole and absolute discretion, shall determine the Employee's duties and obligations of responsibilities and may assign or reassign the Underwriters with respect Employee to such executive and managerial duties, responsibilities or positions as it deems in the Company's best interest. The Employee shall devote his full-time attention, energy and skill during normal business hours to the Shares shall be determined solely by the express provisions of this Agreement, business and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those affairs of the Company and shall not, during the Employment Term (as that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary dutyterm is defined below), covenants be actively engaged in any other business activity, except with the prior written consent of the Company's Board of Directors; provided, however, that in any event any such other business activity will not: (a) adversely affect or obligations arising from materially interfere with the Underwriters’ performance of the Employee's duties and obligations expressly set forth herein. The Company hereby waives and releasesresponsibilities hereunder, to the fullest extent permitted by law, any claims that (b) involve a conflict of interest with the Company may have against or (c) involve activities competitive with the several Underwriters business of the Company. Notwithstanding the foregoing, the Employee shall be permitted to (i) engage in charitable and community affairs, (ii) act as a director of any corporation or organization outside of the Company, not to exceed three (3) in number, that is not in competition with respect to the Company, and (iii) make investments of any breach character in any business not in competition with the Company or alleged breach any of agency its subsidiaries or fiduciary dutydivisions and manage such investment (but not be involved in the day-to-day operations of any such business), provided, however, no such business shall place the Employee in a conflict of interest with the Company or interfere with the performance of the Employee's duties and responsibilities under this Agreement.

Duties. Nothing in this Agreement The Executive shall report to the Board of Directors of the Employer (the “Board”) and have the title of Chief Executive Officer of the Employer. The Executive shall be deemed appointed to create the Employer’s board of directors and be nominated for election as a partnership, joint venture or agency relationship between member of the partiesBoard at each annual meeting of shareholders of the Employer occurring during the Term. The Underwriters undertake Executive shall have such duties as are generally applicable to chief executive officers of companies similar to that of the Employer and which are consistent with the Executive’s experience, expertise and position as shall be assigned to the Executive from time to time by the Board. During the Term, and except for vacation in accordance with the Employer’s standard vacation policies or due to illness or incapacity, the Executive shall devote all of the Executive’s business time, attention, skill and efforts exclusively to the business and affairs of the Employer and its parents, subsidiaries and affiliates. The Executive understands that the Employer is currently headquartered in Vancouver, British Columbia with substantial operations in Austin, Texas. While the Employer is considering moving its headquarters to the Sarasota, Florida region, no final decision has been made. Accordingly, Executive may be required to spend all or a substantial portion of his time at the Employer’s existing locations. Notwithstanding anything herein to the contrary, to the extent that the following does not impair Executive’s ability to perform such Executive’s duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including nor violate the determination terms of the public offering price provisions set forth in Section 6 hereof, Executive may make personal investments in such form or manner as will not require the Executive’s services in the operation or affairs of the Shares business in which such investments are made. Further, it is understood that the Executive owns directly or indirectly systems relating to GPS golf course products (“Systems”) consisting of approximately 2,000 GPS Video Display units (“Units”) in North America and 700 Units outside North America which the Executive leases to golf courses (“Leases”). To avoid conflict, so long as Executive is employed by the Employer, the Executive hereby assigns all of his rights in all of the advertising revenues generated from the Units. Should the Executive no longer be employed by the Employer, any related discounts advertising agreements that were then in existence with respect to the Units shall be entitled to run throughout the term of the advertising contracts except that the Executive shall be entitled to the revenues therefrom from the effective date of his termination. During the Term, the Executive will also negotiate and commissions, is an arm’s-length commercial transaction between split with the Company, on Employer a portion of all of the one handservice and support revenue that he receives, and the several Underwriters, Employer in turn will provide service and support to all of the courses covered by the Leases. During the period ending on the other handearlier of December 31, 2011 or the Termination Date, Employer will not sell its Units to golf courses if such Units will interfere with the Leases, and the Company Executive will not remove the Units from their existing locations so as to compete with the Employer. As used herein, “compete” means selling or leasing the Units to (a) courses which then use Units provided by the Employer; or (b) courses which are capable of evaluating and understanding and understand and accept the terms, risks and conditions on a prospect list of the Employer with targeted transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and to take place within nine months from the process leading date of removal. Additionally, during the Term, the Executive shall not acquire additional Systems for lease to such transaction each Underwriter is and has been acting solely as a principal and is not golf courses which the financial advisor, agent or fiduciary of the Company Employer or its respective affiliates, stockholders, creditors or employees or any other party; contracted lease financing company (iiiafter notice from the Executive) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility indicated it is interested in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestsleasing. The Company acknowledges that the Underwriters disclaim any implied duties Executive shall not allocate more than five (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, 5) hours a month to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutythis business activity.

Duties. Nothing (a)Commencing on the Start Date, Executive shall serve as Chief Executive Officer of the Company, and as such shall be the highest ranking executive officer of the Company and shall have the duties and responsibilities customarily exercised by an individual serving in that position in a corporation of the size and nature of the Company, including full day-to-day operational authority, except for duties and responsibilities with respect to creative matters that are within the purview of Xxxxxx Xxxxxxx (the “Founder”) in her capacity as the Founder and Chief Creative Officer of the Company and as to which she reports directly to the Board of Directors of the Company (the “Board”). Without limiting the generality of the foregoing, the Executive shall have responsibility for developing, and overseeing the implementation of, the Company’s business strategy, for determining appropriate staffing levels and for determining hiring and firing decisions, in each case, to the extent appropriate, after giving consideration to any recommendations of the Founder and subject to the approval of the Board as to matters requiring Board approval (which generally do not include day-to-day matters or hiring and firing decisions of persons other than named executive officers). All of the employees of the Company (other than the Founder) shall report, directly or indirectly, to the Executive (it being acknowledged and agreed that (i) the Chief Financial Officer, General Counsel and Internal Audit also have direct reporting responsibilities to the Board and committees thereof and (ii) the editors may also report to the Founder). In performing such duties, services, and responsibilities, the Executive shall report solely to the Board as a whole (with coordination through the lead director or other independent director designated by the Board). Executive shall continue as a member of the Board. (b)During the Employment Term, the Executive shall use his best energies and abilities in the performance of his duties, services and responsibilities for the Company, shall comply with the Company’s policies and procedures and shall devote substantially all of his business time and attention to the businesses of the Company and its subsidiaries and affiliates. Notwithstanding the foregoing, the parties understand and agree that the Executive may continue to serve as a non-executive consultant to Xxxx Metal Management, Ltd through June 30, 2014, so long as such service does not violate or materially interfere with his performance of his duties, services and responsibilities under this Agreement Agreement. In addition, the parties understand and agree that Executive may continue to serve on the corporate, civic and charitable boards listed on Schedule A attached hereto and may serve on such other corporate, civic and charitable boards (subject to advance written approval of the Board); provided, that such activities do not violate, or materially interfere with his performance of his duties, services and responsibilities under this Agreement. During the Employment Term, the Executive’s principal location of employment shall be at the Company’s executive offices in New York City, New York, except for customary business travel on behalf of the Company and its subsidiaries and affiliates. (c)Upon any termination of the Executive’s employment with the Company, the Executive shall be deemed to create a partnership, joint venture have resigned from all other positions he then holds as an employee or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations director or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary independent contractor of the Company or any of its respective subsidiaries or affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of unless otherwise agreed by the Company and that the several Underwriters have no obligation to disclose any Executive. For purposes of determining the timing of (but not eligibility for) amounts payable upon “termination of employment,” “Date of Termination” or “separation from service” under this Agreement, such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releasesterms shall mean, to the fullest extent permitted by lawrequired under Section 409A of the Internal Revenue Code of 1986, any claims that as amended (“Section 409A”), the Company may have against Executive’s “separation from service” as defined in Section 409A and the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyapplicable regulations thereunder. 3.

Duties. Nothing in this Agreement During the Employment Period, Executive shall be deemed to create a partnershipserve as Senior Vice President, joint venture or agency relationship between the partiesFinance and Chief Financial Officer; provided that, effective as of January 5, 2009, Executive shall serve as Executive Vice President, Chief Financial Officer and Chief Operating Officer. The Underwriters undertake Company may promote Executive to perform another appropriate position during the Employment Period. Executive shall render such duties business and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for professional services in the performance of her duties consistent with Executive’s position within the Company as well as such duties and obligations or failure services reasonably assigned to perform such duties or obligations with respect her by the Co-Chief Executive Officers and/or the Board of Directors of the Company. Executive shall, at all times, report to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) Co-Chief Executive Officers and/or the purchase and sale Board of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Directors of the Company and no other individuals within the Company, and all information technology, planning, corporate finance and accounting employees of the Company shall be responsible to report to Executive or such other individuals as she designates. Executive’s principal place of employment shall be the offices provided by the Company located in Los Angeles, California, but it is understood and acknowledged that the several Underwriters have no obligation performance of her duties will require Executive to disclose travel outside Los Angeles. Executive, however, shall not be required, without her consent, to relocate her principal place of employment more than 25 miles from the current location of the offices provided by the Company located in Los Angeles. At all times during the Employment Period, Executive shall devote her best efforts and abilities to the performance of her duties on behalf of the Company and to the promotion of its interests consistent with, and subject to, the strategies, policies and directions of the Co-Chief Executive Officers and the Board. Notwithstanding the foregoing, Executive may be involved in civic and charitable activities, may manage her personal investments and may serve on the boards of any public or private companies, trade organizations or professional associations; provided that prior to agreeing to serve as a member of such intereststhe board of directors of any other entity, Executive shall discuss her intentions to do so with the Board of Directors of the Company. The Company acknowledges that may nominate Executive to serve on the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from Board of Directors during the Underwriters’ performance Employment Period in the discretion of the duties Board’s Nominating and obligations expressly set forth hereinGovernance Committee. The Company hereby waives If Executive is so nominated and releaseselected, to the fullest extent permitted by law, any claims that the Company may have against agrees that thereafter it will use its reasonable best efforts to cause Executive to continue to be nominated to serve on the several Underwriters with respect to any breach or alleged breach Board of agency or fiduciary dutyDirectors during the remainder of the Employment Period.

Duties. Nothing in this Agreement During the Term of Employment the Executive shall be deemed continue to create serve as the Company's Chief Executive Officer and as a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations member of the Underwriters with respect to Company's Board of Directors (the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement"Board"). The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between As the Company's Chief Executive Officer, on the one hand, Executive shall direct and manage the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor affairs of the Company with respect such duties, functions and responsibilities (including the right to any hire and dismiss employees (subject to approval of the transactions contemplated hereby or Board in the process leading thereto (irrespective case of whether such Underwriter has advised or is currently advising corporate officers)) as are customarily associated with and incident to the position of Chief Executive Officer and as the Company on other matters); and (iv) may, from time to time, require of him, subject to the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those direction of the Company and that the several Underwriters have no obligation to disclose any of such interestsCompany's Board. The Executive shall serve the Company acknowledges that faithfully, conscientiously and to the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance best of the Executive's ability and shall promote the interests and reputation of the Company. Unless prevented by sickness or disability, the Executive shall devote all of the Executive's time, attention, knowledge, energy and skills, during normal working hours, and at such other times as the Executive's duties and obligations expressly set forth herein. The Company hereby waives and releasesmay reasonably require, to the fullest extent permitted by lawduties of the Executive's employment, any claims provided, however, that the Company may have against the several Underwriters with respect to any breach or alleged it shall not be a breach of agency this Agreement for the Executive to manage his own private financial investments; or fiduciary dutywith the consent of the Board (which consent shall not be unreasonably withheld) to be a member of the board of directors of other companies which do not compete with the Company, so long as, in either case, such activities do not require the Executive to spend a material amount of time away from his performance of his duties hereunder, do not otherwise interfere with the Executive's performance of his duties hereunder, or otherwise violate this Agreement (including, but not limited to, Section 4 hereof) or the Company's other policies. The principal place of employment of the Executive shall be the principal executive offices of the Company. The Executive acknowledges that in the course of his employment he may be required, from time to time, to travel on behalf of the Company."

Duties. Nothing During the Employment Period, Executive shall serve on a full-time basis and perform services in this Agreement a capacity and in a manner consistent with Executive’s position as Chief Executive Officer of the Company and Chief Executive Officer of Univision Communications, Inc. (“UVN”) and such other wholly owned subsidiaries of the Company as the Executive may reasonably determine in consultation with the Board of Directors of UVN. Executive shall also be deemed to create a partnership, joint venture or agency relationship between member of the partiesBoard of Directors of the Company (the “Board”) and a member of the board of directors of UVN and such other subsidiaries of the Company as reasonably requested by the Board. The Underwriters undertake to perform such Executive shall have the duties and obligations only authorities commensurate with his positions as expressly set forth herein. Such duties and obligations the Chief Executive Officer of the Underwriters Company and UVN, and such other duties, consistent with respect his position, as may reasonably be assigned to the Shares shall be determined solely him from time to time by the express provisions of this AgreementBoard, and the Underwriters shall not be liable except for the performance of such assigned any duties that are not consistent with his positions as Chief Executive Officer and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale a member of the Shares pursuant to this Agreement, including the determination board of the public offering price directors of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the UVN or other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions subsidiary of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary Company. If one of the Company or its respective affiliatesaffiliates (not including any of the Sponsors or other portfolio companies owned by any Sponsor) becomes a public company, stockholdersExecutive shall be the Chief Executive Officer and a member of the board of directors of such public company. Executive will report solely and directly to (a) the Board and any committee thereof and (b) to Xxxx Xxxxx personally as a member of the Board (and not, creditors or employees for the avoidance of doubt, through Saban Capital or any employee or director thereof other party; (iii) no Underwriter has assumed than Xxxx Xxxxx). In the event of any conflict in directions provided by the Board or will assume an advisoryXxxx Xxxxx, agency or fiduciary responsibility in favor the directions of the Board shall be controlling. Xxxx Xxxxx is not entitled to have direct authority as to any employees (other than Executive) and thus any requests made directly to such employees are subject to Executive’s authority to manage the day-to-day activities of his direct reports and other employees. Executive shall devote his entire business time, attention and good faith efforts (excepting vacation time, holidays, sick days and periods of disability) in his employment and service with the Company and its affiliates; provided, however, that this Section 2 shall not be interpreted as prohibiting Executive from managing his personal affairs or engaging in charitable or civic activities, or, with the written consent of the Board, serving as a director of or providing services to another business or enterprise (whether engaged in for profit or not; provided, however, with respect to any for profit businesses, the Executive shall be limited to serving as a director or managing a passive investment), so long as such activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder. Executive may continue to serve on the Board of Directors of the transactions contemplated hereby or organizations listed on the process leading thereto (irrespective Schedule of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range Boards consistent with his level of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation activities to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters date with respect to any breach or alleged breach of agency or fiduciary dutysuch organization.

Duties. Nothing in this Agreement shall You agree to be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely employed by the express provisions Company and shall perform your full time business services for Blizzard and its Affiliates and subsidiaries upon the terms and conditions of this Agreement. You will continue your services hereunder as President and Chief Executive Officer of Blizzard and shall report directly to the Company’s Chief Executive Officer. At all times during the Term, you shall remain as Blizzard’s senior most executive officer. You will perform those duties and other services as are consistent with your office and position as shall be reasonably designated or requested from time to time by the Underwriters Company’s Chief Executive Officer, subject to the limitations and exclusions set forth in Section 4(c). You will not be required, without your consent, to perform your primary duties under this Agreement in a location other than Irvine, California or more than fifteen (15) miles therefrom, except for normal and customary required travel on the Company’s business. Notwithstanding the foregoing you shall be entitled to (i) with the consent of the Company’s Board of Directors (which consent shall not be liable except unreasonably be withheld), serve on the board of directors or other governing board or committees of up to three (3) for profit corporations or entities which do not engage in the performance conduct of such duties and obligations or failure to perform such duties or obligations business competitive with respect to the Shares that of Vivendi S.A. (for so long as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale it is a shareholder of the Shares pursuant to this AgreementCompany), including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the termsand/or Blizzard, risks and conditions of the transactions contemplated by this Agreement; (ii) serve on civic, industry, or charitable boards or committees and engage or participate in connection with each transaction contemplated hereby civic, cultural, philanthropic and the process leading to such transaction each Underwriter is community affairs and has been acting solely as a principal projects, and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisorymanage your own personal, agency or fiduciary responsibility financial, investment, and legal affairs (collectively the foregoing activities described under sub-clauses (i), (ii) and (iii) are hereinafter collectively referred to as the “Permitted Activities”); provided, that none of such Permitted Activities unreasonably interfere with your performance of your full time duties for and on behalf of Blizzard hereunder and are not in favor violation of the Company with respect to any Company’s ethics codes, conflicts of interests policies and corporate governance guidelines in effect at the time of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any inception of such interestsPermitted Activities. The Company acknowledges that the Underwriters disclaim In such regard, you shall be entitled to receive and retain, as your exclusive property and assets, any implied duties (including any fiduciary duty)payments, covenants compensation, revenues, profits, gains, or obligations arising other benefits derived from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyPermitted Activities.

Duties. Nothing During the Term (as hereinafter defined), Executive shall devote his full business time to the performance of services as President and Chief Executive Officer of Novavax, Inc., performing such services, assuming such responsibilities and exercising such authority as are set forth in the Bylaws of the Company for such offices and assuming such other duties and responsibilities as prescribed by the Board of Directors. During the Term, Executive’s services shall be completely exclusive to the Company and he shall devote his entire business time, attention and energies to the business of the Company and the duties which the Company shall assign to him from time to time. Executive agrees to perform his services faithfully and to the best of his ability and to carry out the policies and directives of the Company. Notwithstanding the foregoing, it shall not be a violation of this Agreement shall be deemed for the Executive to create serve as a partnershipdirector of any company whose products do not compete with those of the Company and to serve as a director, joint venture trustee, officer, or agency relationship between the partiesconsultant to a charitable or non-profit entity; provided that such service does not adversely affect Executive’s ability to perform his obligations hereunder. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations Company acknowledges that Executive is at the time of the Underwriters with respect to the Shares shall be determined solely by the express provisions execution of this Agreement, and the Underwriters shall not be liable except for the performance a director of such duties and obligations or failure to perform such duties or obligations with respect three organizations disclosed to the Shares Company and that he is permitted hereunder to continue such service. The parties agree to cooperate in good faith regarding the scheduling of Company business in order to facilitate Executive’s fulfillment of his non-Company commitments, provided that such scheduling does not materially affect the Company. Executive agrees to take no action which is in bad faith and prejudicial to the interests of the Company during his employment hereunder. Notwithstanding the location where Executive shall be based, as are specifically set forth in this Agreement, he also may be required from time to time to perform duties hereunder for reasonably short periods of time outside of said area. The Company acknowledges and agrees that: (i) Immediately upon the purchase and sale execution of the Shares pursuant to this Agreement, including the determination Company shall request and attempt to persuade the Board of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between Directors to appoint Executive to the Company’s Board of Directors, on to serve until the one handnext annual meeting of shareholders. During the Term, and the several Underwriters, on the other hand, and the Company are capable shall include Executive in the management slate of evaluating and understanding and understand and accept Board nominees presented in the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) proxy statement in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary annual meeting of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyCompany’s shareholders.

Duties. Nothing As Senior Vice President, Technology and Chief Accounting Officer of the Company, the Employee shall: (a)diligently, competently, and faithfully perform all of the duties and functions as may be assigned to the Employee hereunder commensurate with the position of Senior Vice President, Technology and Chief Accounting Officer of the Company; (b)devote one hundred percent (100%) of the Employee’s full business time, attention, energies, and effort to the business affairs of the Employer and the Company; (c)achieve the results and other goals required by the Employer and the Company; (d)conduct all of Employee’s activities in a manner so as to maintain and promote the business and reputation of the Employer and the Company; and (e)not create a situation that results in termination for Cause (as that term is defined in Section 8 hereof). Notwithstanding the foregoing, the Employee shall be permitted to invest the Employee’s personal assets and manage the Employee’s personal investment portfolio in such a form and manner as will not require any business services on the Employee’s part to any third party, and provided it does not conflict with the Employee’s duties and responsibilities to the Employer and the Company or the provisions of Section 9 or Section 10 hereof, or conflict with any material published policy of the Employer or its Affiliates, including, but not limited to, the xxxxxxx xxxxxxx policy of the Employer or its Affiliates. Notwithstanding the foregoing, the Employee shall also be permitted to participate in customary civic, nonprofit, religious, welfare, social and professional activities that will not materially affect the Employee’s performance of duties hereunder. The Employee may continue to serve on any board of directors and advisory committees of companies on which the Employee currently serves, as long as the business of such companies is not competitive with that of the Employer, the Company or their Affiliates. The Employee shall not serve on the board of directors or advisory committee of any other company without the prior consent of the Employer, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the Employee shall, during the term of this Agreement and at the request of the Employer, also serve as an officer of any Affiliate of the Employer or the Company as the Employer shall reasonably request. In such capacity, the Employee shall be responsible generally for all aspects of such office. All terms, conditions, rights and obligations of this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect applicable to the Shares shall be determined solely by Employee while serving in such office as though the express provisions of Employee and such Affiliate had separately entered into this Agreement, and except that the Underwriters Employee shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect entitled to any compensation, vacation, fringe benefits, automobile allowance or other remuneration of the transactions contemplated hereby or the process leading thereto (irrespective of whether any kind whatsoever from such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interestsAffiliate. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty4.

Duties. Nothing During the engagement, the Consultant Company agrees to procure the Individual: to devote such of their time, attention and skill to the business of the Client as shall, in this Agreement shall the opinion of the Client, be deemed necessary for the proper and timely performance of the Services; to create a partnershipcarry out the Services in an expert and diligent manner and to provide their services to the best of their commercial, joint venture technical and creative skill; to the best of their ability, promptly and faithfully to comply with and observe all lawful, reasonable and proper requests that may from time to time be given to them by the Client; during the engagement, not to undertake any additional activities or agency relationship accept any other engagements that lead or might lead to any conflict of interest between the partiesConsultant Company and the best interests of the Client; and to keep the Client informed of progress on the Services. While the Individual’s method of working is entirely their own and they are not subject to the control of the Client, they shall nevertheless comply with any reasonable requests of the Client. DELEGATION OF WORK The Underwriters undertake Client shall not be obliged to provide the Consultant Company with any work and the Consultant Company will not be obliged to accept or procure the Individual to perform any work offered, unless and until the Client has requested and the Consultant Company has agreed to perform such duties and obligations only as expressly set forth hereinwork. Such duties and obligations If the Individual is unable at any time to perform the Services due to circumstances beyond their control, the Consultant Company may delegate performance of the Underwriters with respect Services to such suitably qualified and experienced personnel as it may from time to time deem appropriate. This delegation will be subject to the Shares shall be determined solely by the express provisions of this AgreementClient's consent, and the Underwriters shall which will not be liable except for unreasonably withheld. The Consultant Company must promptly notify the Client in the case of illness or accident that prevents the performance of such duties and obligations or failure to perform such duties or obligations the Services in accordance with respect this contract. FEE A fee of [amount] per day together with value added tax thereon (if applicable) shall be payable to the Shares as are specifically set forth Consultant Company for the provision of the Services [and such fee shall be payable [monthly] in this Agreementarrears by the [number] day of the month immediately following the month in which the Services were provided]. The Consultant Company acknowledges and agrees that: (i) shall submit an invoice to the purchase and sale Client on, or as soon as reasonably possible after completion of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Services and the several Underwriters, fees due in respect thereof and where it is registered for value added tax shall show any value added tax separately on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyinvoices.

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake Underwriter undertakes to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters Underwriter with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters Underwriter shall not be liable except for the performance of such duties and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company Company, the Operating Partnership and the Advisor each acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Advisor, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and each of the Company are Company, the Operating Partnership and the Advisor is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Operating Partnership, the Advisor or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) no the Underwriter has not assumed or will not assume an advisory, agency or fiduciary responsibility in favor of the Company Company, the Operating Partnership or the Advisor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, the Operating Partnership or the Advisor on other matters); and (iv) the several Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, the Operating Partnership or the Advisor and that the several Underwriters have Underwriter has no obligation to disclose any of such interests. The Company Each of the Company, the Operating Partnership and the Advisor acknowledges that the Underwriters disclaim Underwriter disclaims any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ Underwriter’s performance of the duties and obligations expressly set forth herein. The Company Each of the Company, the Operating Partnership and the Advisor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. Nothing The Executive, in this Agreement his capacity as Chief Executive Officer of the Company, shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature consistent with the office of Chief Executive Officer as shall be deemed specified and designated from time to create a partnership, joint venture or agency relationship between time by the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth hereinBoard of Directors of the Company (the “Board”). Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreementmay include, and the Underwriters shall not be liable except for without limitation, the performance of such duties services for, and obligations or failure to perform such duties or obligations with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, serving on the one handboard of directors of, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary any subsidiary of the Company or its respective affiliates, stockholders, creditors or employees or without any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor additional compensation. The Executive shall devote substantially all of the Company with respect Executive’s business time and effort to any the performance of the transactions contemplated hereby or Executive’s duties hereunder. Provided that the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising following activities do not interfere with the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Executive’s duties to the Company and provided that the several Underwriters have no obligation following activities do not violate the Executive’s covenant against competition as described at Section 6.2 hereof, during the Term the Executive may perform personal, charitable and other business activities, including, without limitation, serving as a member of one or more boards of directors of charitable or other professional organizations and engaging in any activities permitted by Section 6.2(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, and may serve on the boards of directors/advisors or as a consultant to disclose other business organizations that are not engaged in any aspect of the multi-family residential industry, provided, however, that service in such interestscapacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance Executive currently serves as a director of the duties and obligations expressly set forth hereinCompany. The Company hereby waives agrees that the Executive shall be nominated by the Nominating and releases, Corporate Governance Committee of the Board for re-election to the fullest extent permitted by lawBoard of Directors at each annual meeting of the Company’s shareholders for so long as the Executive serves as the Chief Executive Officer of the Company; provided that, any claims at the time of each annual meeting, (a) if the Executive is unable to perform his duties hereunder due to a disability or other incapacity, it is reasonably certain that the Executive will be able to resume his duties on a regular full-time basis prior to such time as the Executive’s employment hereunder may be terminated by the Company may have against due to disability, (b) the several Underwriters with respect Company has not notified the Executive of its intention to any breach or alleged breach terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of agency or fiduciary dutyhis intention resign from his position of Chief Executive Officer of the Company.