Common use of Duties Clause in Contracts

Duties. (a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts and his entire business time to further properly faithfully perform the interests and revenues duties of Farmmi a Vice-President of Operations of Sbarro pursuant to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody shall assist in the day-to-day operations and delivering business of Parent and its subsidiaries (including the same to Farmmi whenever Company’s quick service, franchising, quick casual and however directed to do so. (bstrip center operations) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent accordance with the overall goals budgets and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmibusiness plans that have been approved by Parent’s Board of Directors; Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and (iii) all policies, proceduresits subsidiaries as requested by the President and Chief Executive Officer, and requirements enacted by Farmmi’s Board of Directorsshall perform such other duties, commensurate with his position, as they may shall be amended from time to time. Employee agrees to adhere to specified and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (d) During his employment the “Company Board” and, together with Farmmithe Parent Board, Employee shall the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, attentioneffort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and best efforts shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 2.2 Executive shall be subject to the operations written rules, regulations and policies of Farmmi Parent and the fulfillment Company involving the general conduct of his dutiesbusiness of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. Employee In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees thatto fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, during his employment with Farmmipotential or future claims, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmilitigations, Employee shall not arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business activitycommitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, whether as an employeeany applicable insurance policy, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageand/or in accordance with this Agreement.

Duties. As of the Effective Date, the Executive shall serve the Company as its President and Chief Operating Officer to serve in such capacity or other capacities consistent therewith as designated by the Board of Directors of the Company (athe “Company Board”) and the Board of Directors of Beacon (the “Beacon Board” and, together with the Company Board, the “Boards”) or the Chief Executive Officer (“CEO”) and shall have responsibility for, among other things, the Company’s merchandising and membership/marketing functions and store operations. During the term Term, the Executive shall serve the Company faithfully, diligently and to the best of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement ability and shall include: devote substantially all of his business time, energy and skill to the affairs of the Company as necessary to perform the duties of his position, and he shall not assume a position in any other business without the express written permission of the Beacon Board; provided that the Executive may upon disclosure to the Beacon Board (i) devoting his best efforts and his entire business time serve as a member of not more than one for-profit board of directors so long as the Executive receives prior written permission from the Beacon Board (such permission not to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulationsunreasonably withheld); (ii) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference with the policies and decisions of FarmmiExecutive’s Board of Directors; duties to the Company and (iii) all policies, proceduresmake passive investments where the Executive is not obligated or required to, and requirements enacted by Farmmishall not in fact, devote any managerial efforts. The Company shall have the right to limit the Executive’s participation in any of the foregoing endeavors if the Beacon Board believes, in its sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties under this Agreement. On the date hereof, the Executive serves as chairman of Directorsthe board of directors of Morristown Medical Center and 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 to the Company. In addition, as they may of the Effective Date, the Executive will be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook appointed or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts elected to the operations of Farmmi and the fulfillment of his duties. Employee agrees thatBoards and, during his employment with Farmmithe Term, he will exercise shall serve as a member of each of the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageBoards.

Duties. (a) During the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at agrees to serve Employer as its President, Chief Executive Officer and Chairman of its Board of Directors (the “Board”) reporting to the Board, and in such time or times other executive capacities as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi agreed from time to time without violating by the terms of this Agreement Board (or a duly authorized committee thereof) and shall include: Employee; provided that (i) devoting his best efforts Employee’s duties shall at all times be limited to those commensurate with the foregoing offices, and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject Employee shall not be obligated, without his consent, to Farmmirelocate his principal office location from Oxford, Connecticut (or the surrounding reasonable commuting area), although the foregoing limitation is not intended to limit Employee’s direction and control at all times with respect requirement, in the normal course of business, to his activities on behalf of Farmmitravel to the Employer’s other business locations. Employee shall serve, (iii) complying with all rulesif elected, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requirea director of, and if agreed by Employee and the board of directors of the organization in question, shall serve as an officer and render appropriate services to, corporations directly or indirectly controlled by Employer (v“Employer’s Affiliates”) fully accounting for all monies and other property of Farmmi of which he as Employer may from time to time have custody reasonably request (but only such services as shall be consistent with the duties Employee is to perform for Employer and delivering with Employee’s stature and experience). All duties and services contemplated by this Section 3 are hereinafter referred to as the same to Farmmi whenever and however directed to do so“Services.” (b) In performing his dutiesDuring the Term, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall will devote his full time, attentionbusiness time and attention to, and best use his good faith efforts to advance, the operations business and welfare of Farmmi and Employer; provided that the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee foregoing shall not directly or indirectly restrict Employee’s rights to engage in any passive investment activities, to serve on the boards of directors of other business activity, whether entities (so long as an employee, employer, consultant, principal, officersuch activities are not violative of Section 4 below), or otherwise to engage in civic, charitable and whether or not done for compensation, gain, or other financial or economic advantagesimilar activities.

Duties. From and after the Effective Date, the Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its articles of incorporation and bylaws, as amended, and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as much time as is necessary to perform completely the 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 appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors. (a) During The Director shall attend meetings of the term Board and meetings of his employment under this Agreementthe Company’s stockholders and oversee the Company’s officers to ensure that all orders and resolutions of the Board are carried into effect, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably requestin accordance with the Company’s bylaws. Employee’s duties may be varied The Director shall have all necessary powers and plenary authority to establish policies for corporate management and oversight, to appoint any and all necessary committees, to participate in operations strategy, and to oversee corporate personnel recruiting and retention. As a director, he shall have all necessary powers and authority to ensure the full and faithful adoption by Farmmi from time to time without violating the terms Board, implementation and operation of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, appropriate corporate governance policies, practices procedures and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requirereforms, and (v) fully accounting to establish policies for all monies corporate management and oversight for the Company. The Director shall prepare, or oversee the preparation of, reports on the advisability, viability and implementation of the Company’s corporate governance policies, procedures and reforms, which reports shall be included in the Company’s annual reports. The Director shall perform such other property of Farmmi of which he duties as the Board may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soprescribe. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply withThe parties agree that: (i) all applicable federalthe Director may devote a reasonable amount of his time to civic, statecommunity, or charitable activities and local laws may serve as a director of other corporations (provided that any such other corporation is not a competitor of the Company, as determined by the Board) and regulationsto other types of business or public activities not expressly mentioned in this paragraph; and (ii) the policies Director may participate as a non-employee director, employee and/or investor in other companies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted projects as described by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts Director to the operations of Farmmi and Board, so long as Director’s responsibilities with respect thereto do not conflict or interfere with the fulfillment faithful performance of his duties. Employee agrees that, during his employment with Farmmi, he will exercise duties to the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageCompany.

Duties. (a) During 2.1 The Executive is employed as an Executive Vice President and the term Chief Lending and Client Services Officer of his employment under this Agreementthe Bank, Employee will is subject to the direction of the Chief Executive Officer, and must perform his and discharge well and faithfully the duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties which may be varied by Farmmi from time assigned to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals Executive from time to time by written notice to Employeethe Employer in connection with the conduct of its business. The duties and responsibilities of the Executive are set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive must: (da) During his employment with Farmmi, Employee shall devote his full substantially all of the Executive’s time, attention, energy and best efforts skill during regular business hours to the operations performance of Farmmi the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to Executive by the Chief Executive Officer and the fulfillment Board; and (c) timely prepare and forward to the Chief Executive Officer and to the Board all reports and accounting as may be requested of his duties. Employee agrees thatthe Executive. 2.3 The Executive must devote the Executive’s entire business time, attention and energies to the Business of the Employer and must not during his employment with Farmmi, he will exercise the highest degree Term of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall this Agreement be engaged (whether or not directly or indirectly engage during normal business hours) in any other business or professional activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done such activity is pursued for compensation, gain, profit or other financial pecuniary advantage; but this will not be construed as preventing the Executive from: (a) investing the Executive’s personal assets in businesses which are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or economic advantageaffairs and in which the Executive’s participation is solely that of an investor; (b) purchasing securities in any corporation whose securities are regularly traded provided that such purchase will not result in Executive collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching, subject to any directions or limitations that might be established by the Chief Executive Officer and the Board from time to time.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts to faithfully perform the duties of Vice-President and his entire business time Chief Financial Officer of Sbarro pursuant to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody shall assist in the overall management, implementation of strategy and delivering the same to Farmmi whenever day-to-day operations and however directed to do so. business of Parent and its subsidiaries (bincluding the Company’s quick service, franchising, quick casual and strip center operations) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent accordance with the overall goals budgets and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmibusiness plans that have been approved by Parent’s Board of Directors; Directors (the “Parent Board”), shall have responsibility for the financial reporting of Parent and (iii) all policies, proceduresits subsidiaries, and requirements enacted by Farmmi’s Board of Directorsshall perform such other duties, commensurate with his position, as they may shall be amended from time to time. Employee agrees to adhere to specified and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (d) During his employment the “Company Board” and, together with Farmmithe Parent Board, Employee shall the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, attentioneffort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and best efforts shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 2.2 Executive shall be subject to the operations written rules, regulations and policies of Farmmi Parent and the fulfillment Company involving the general conduct of his dutiesbusiness of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. Employee In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees thatto fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, during his employment with Farmmipotential or future claims, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmilitigations, Employee shall not arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business activitycommitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, whether as an employeeany applicable insurance policy, employerand/or in accordance with this Agreement. 2.4 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, consultant, principal, officer, or otherwise he understands that his responsibilities require substantial travel in connection with Sbarro’s national and whether or not done for compensation, gain, or other financial or economic advantageinternational operations.

Duties. (a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi Fuling may reasonably request. Employee’s duties may be varied by Farmmi Fuling from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi Fuling to the satisfaction of FarmmiFuling, (ii) being subject to FarmmiFuling’s direction and control at all times with respect to his activities on behalf of FarmmiFuling, (iii) complying with all rules, orders, regulations, policies, practices and decisions of FarmmiFuling, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi Fuling may require, and (v) fully accounting for all monies and other property of Farmmi Fuling of which he may from time to time have custody and delivering the same to Farmmi Fuling whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of FarmmiFuling. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi Fuling and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of FarmmiFuling’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by FarmmiFuling’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support FarmmiFuling’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi Fuling may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with FarmmiFuling, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi Fuling and the fulfillment of his duties. Employee agrees that, during his employment with FarmmiFuling, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with FarmmiFuling, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During The Executive agrees to serve as Senior Vice President during the term Term. In such capacity, the Executive shall have the responsibilities and duties customary for such office(s) and such other executive responsibilities and duties as are assigned by the Chief Executive Officer, Senior Executive Vice President of Insurance Operations, or such other executive as the Chief Executive Officer may designate, which are consistent with the Executive’s position(s). The Executive agrees to devote substantially all his business time, attention and services to the business and affairs of the Company and its subsidiaries and to perform his duties to the best of his employment ability. At all times during the performance of this Agreement, the Executive will adhere to the Code of Conduct of the Company (the “Code of Conduct”) that has been or may hereafter be established and communicated by the Company to the Executive for the conduct of the position or positions held by the Executive. The Executive may not accept directorships on the board of directors of for-profit corporations without the prior written consent of the Executive Vice President, Human Resources of the Company. The Executive may accept directorships on the board of directors of not-for-profit corporations without the prior, written consent of the Executive Vice President, Human Resources so long as (a) such directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (vb) fully accounting for all monies and other property Executive promptly notifies the Executive Vice President, Human Resources in writing of Farmmi of which the fact that he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sohas accepted such a non-profit directorship. (b) In performing his dutiesIf the Company or the Executive elects not to renew the Term pursuant to Section 2.2, Employee the Executive shall continue to be employed under this Agreement until the expiration of the then current Term (unless earlier terminated pursuant to Section 3.1 hereof), shall cooperate fully with the Chief Executive Officer, Senior Executive Vice President of Insurance Operations, or such other executive as the Chief Executive Officer may designate and shall perform such duties not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee provisions hereof as he shall be familiar with and shall comply with: (i) all applicable federalassigned by the Chief Executive Officer, state, and local laws and regulations; (ii) the policies and decisions Senior Executive Vice President of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerInsurance Operations, or otherwise and whether or not done for compensation, gain, or such other financial or economic advantageexecutive as the Chief Executive Officer may designate.

Duties. (a) During Throughout the term Employment Period, the Executive shall be the President and Chief Operating Officer of his employment under this Agreementthe Company reporting directly to the Chief Executive Officer of the Company, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts have all duties and his entire business time to further properly authorities as customarily exercised by an individual serving in such position in a company the interests nature and revenues size of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control Company. The Executive shall at all times with respect to his activities on behalf of Farmmi, (iii) complying comply with all ruleswritten Company policies applicable to him. During the Employment Period, ordersthe Company shall also nominate the Executive for re-election as a member of the Board of Directors of the Company (the “Board”). The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, regulationsCalifornia metropolitan area, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports but the Executive shall undertake such travel as Farmmi may require, and (v) fully accounting is reasonably required for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sohis duties hereunder. (b) In performing Throughout the Employment Period, the Executive shall use his duties, Employee shall not undertake any action inconsistent with or harmful best efforts to the best interests of Farmmi. Employee shall perform his duties under this Agreement fully, diligently and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, statefaithfully, and local lawshall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) In performing Executive shall devote substantially all of his dutiesbusiness time to the affairs of the Company; provided, Employee however, that anything herein to the contrary notwithstanding, nothing shall be familiar with and shall comply with: preclude the Executive from (i) all applicable federalwith the prior written consent of the Board, statewhich consent will not be unreasonably withheld or delayed, and local laws and regulations; serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) the policies engaging in charitable activities and decisions of Farmmi’s Board of Directors; and community affairs, (iii) all policies, proceduresmanaging his personal and/or family investments and affairs, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (div) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage engaging in any other business activity, whether activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageprovided hereunder.

Duties. (a) During As a member of the term of his employment under this AgreementBoard, Employee Director shall perform the duties commonly incident to the office and as set forth in the Company Bylaws. Director will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: expected to: (i) devoting his best efforts faithfully, efficiently, competently and his entire business time diligently perform Director’s duties and exercise such powers as are appropriate to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, Director’s role as a non-executive director; (ii) being subject to Farmmi’s direction in so far as reasonably possible, attend all meetings of the Board and control at all times with respect to his activities on behalf of Farmmi, any committees of the Board of which Director is a member; (iii) complying with all rulespromptly declare, ordersso far as Director is aware, regulationsthe nature of any interest, policieswhether direct or indirect, practices and decisions in any contract or proposed contract entered into by any member of Farmmi, the Company; (iv) truthfully comply with all reasonable requests, instructions and accurately maintaining regulations made or given by the Chairperson of the Board or the Board (or by any duly authorized committee thereof) and preserving all records give to the Chairperson or the Board such explanations, information and making all reports assistance as Farmmi the Chairperson or the Board may reasonably require, and ; (v) fully accounting for all monies advising the Company in development and other property implementation of Farmmi of which he may from time to time have custody its strategic development and delivering the same to Farmmi whenever and however directed to do so.business plans; (bvi) In performing his dutiesdoing all other things reasonably requested and customary for members of the Board of Directors of a company registered under the Securities Exchange Act of 1934, Employee shall not undertake any action inconsistent with or harmful as amended, in order to advance the business and economic interests of the Company and its shareholders; (vii) act in the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law.Company; and (cviii) In performing his dutiesuse commercially reasonable efforts to promote and extend the interests and reputation of the Company, Employee including assisting the Board in relation to public and corporate affairs and bringing to bear for the benefit of the Board the Director’s particular knowledge and experience. As the Director is to be classified as an independent director, as defined under Securities and Exchange Commission rules, at the time of appointment, the Director shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) promptly inform the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board any circumstances that would likely affect such independent status. Duties of Directors, as they may committee members will be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty committee charters and will conduct his duties with the highest degree include attendance of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagecommittee meetings.

Duties. A copy of the job description for EMPLOYEE’s position as PRINCIPAL is incorporated by reference herein (a) During the term of his employment under this Agreement, Employee will perform his See attached “Exhibit A”). The duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities set forth in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they that job description may be amended from time to timetime at the sole discretion of EMPLOYER. Employee EMPLOYEE agrees that he/she/they shall at all times faithfully, industriously, and to adhere the best of his/her/their ability to perform all of the duties that may be required of the EMPLOYEE pursuant to the express and support Farmmiexplicit terms of this Agreement by the accomplishment of: 1. Fulfilling the functions enumerated in the EMPLOYEE’s job description; and 2. Such other duties as assigned by the EMPLOYER as necessary in SCHOOL’s discretion and judgment to effectuate the purposes of this Agreement. The EMPLOYEE understands that EMPLOYER may at times make assignments that are in addition to those expressly described in this Agreement. The EMPLOYEE understands that the EMPLOYER in its sole discretion and without prior notice may assign EMPLOYEE other and/or additional duties, including but not limited to a change in assignment to different specialty according to any limitations or requirements of the EMPLOYEE’s licensure, and/or the addition or elimination of classified duties, as necessary; and 3. The EMPLOYEE will perform such duties as SCHOOL may reasonably assign and will abide by all SCHOOL’s policies and practices procedures as adopted and amended from time to time, including those policies and procedures set forth in any employee handbook or policy manual. the SCHOOL’s Employee acknowledges and agrees that Farmmi Handbook, incorporated herein by reference (See attached “Exhibit B”), which may amend or update its employee handbooks or policy manuals be amended from time to time at the sole discretion of SCHOOL; and 4. EMPLOYEE will not render services in person or by written notice to Employee. (d) During his employment with Farmmielectronic means, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, paid or otherwise for any other entity during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties contracted work hours with the highest degree of careSCHOOL; and 5. During his employment with FarmmiEMPLOYEE will perform such duties as the EMPLOYER may reasonably assign including performing any such duties remotely or “telecommuting” via internet, Employee shall not directly phone, or indirectly engage in any other business activityelectronic device, whether while at home or at another location other than the school site as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.the EMPLOYER deems reasonable and/or necessary; and

Duties. (aA) During The Employee shall, during the term of his employment under this Agreementwith the Company, Employee will perform his such services and duties hereunder at such time or times of an executive nature in connection with the business, affairs and operations of the Company as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time reasonably and in good faith assigned or delegated to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals him from time to time by written notice to Employeeor under the authority of the Board of Directors of the Company and consistent with the position of Chairman of the Board, President and Chief Executive Officer. (dB) During Employee agrees to use his employment best efforts in the promotion and advancement of the Company and its welfare and business. Employee agrees to devote such time and effort to the business of the Company as is reasonably necessary to fulfill the duties of Chairman of the Board, President and Chief Executive Officer; provided, however, that the Company acknowledges that (i) Employee is serving and will continue to serve as Chairman, President and Chief Executive Officer of NU-TECH BIO-MED, INC. ("Nu-Tech") and Nu-Tech's subsidiaries, and Employee will devote a portion of his professional time to the business of Nu-Tech consistent with Farmmisuch duties and (ii) Employee may devote a portion of his time to charitable work or positions on boards of directors or committees of other companies or charitable organizations, provided that such actions do not interfere with the performance by Employee of his duties hereunder. (C) Employee shall not be required to perform all of his duties at the facilities of the Company, and Employee may utilize telephone, computer and facsimile communications to perform services while he is not located at the Company's facilities, but Employee shall spend such portion of his time at the facilities of the Company as is necessary to satisfactorily perform his duties as Chairman of the Board, President and Chief Executive Officer of the Company. Additionally, Employee shall devote his full timeundertake such occasional travel, attentionwithin or without the United States, and best efforts as is or may be necessary to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct satisfactorily perform his duties with and Chairman of the highest degree Board, President and Chief Executive Officer of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagethe Company.

Duties. Employee agrees that he shall continue to serve the Company as Chief Financial Officer, reporting to the Audit Committee and the Board of Directors, until the Employment Termination Date (aas defined below) During or such earlier time as the term Board of his employment under this AgreementDirectors determines. Prior to the Employment Termination Date and during the period from the date hereof through and including the Employment Termination Date, Employee will perform his duties hereunder at shall serve as the Principal Accounting Officer and Chief Financial Officer and during such time or times shall be responsible for such duties and responsibilities as Farmmi are commensurate with such positions, including, without limitation, interaction with auditors and management, controls, policies and procedures relative to financial reporting, taxes and tax returns, maintenance of accounts, investments, financial statement preparation, budgeting and forecasts, insurance, reports as well as preparation and filing of filings and reports under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,, including but not limited to the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Registration Statements (the “SEC Filings”) including all certifications thereto. Employee shall use his reasonable efforts to ensure that the duties and responsibilities are timely performed in accordance with SEC filing deadlines and, as applicable, with such other deadlines that the Company’s Board of Directors in its sole discretion may reasonably requestotherwise designate. Employee’s duties may Employee will be varied by Farmmi from time deemed to time without violating the terms be in breach of this Agreement and shall include: (i) devoting his best efforts subject to termination for “Cause” as defined herein, and his entire business time to Employee will receive no benefits and be terminated without further properly payments or benefits beyond the interests and revenues date of Farmmi termination pursuant to the satisfaction express provisions of Farmmithis Agreement, (ii) being subject in the event of material failure to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering perform the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeeherein. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During Throughout the term Employment Period, the Executive shall be the Chairman and Chief Executive Officer of his employment under this Agreementthe Company reporting directly to the Board of Directors of the Company (the “Board”), Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts have all duties and his entire business time to further properly authorities as customarily exercised by an individual serving in such position in a company the interests nature and revenues size of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control Company. The Executive shall at all times with respect to his activities on behalf of Farmmi, (iii) complying comply with all ruleswritten Company policies applicable to him. During the Employment Period, ordersthe Company shall also nominate the Executive for re-election as a member of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the San Diego, regulationsCalifornia metropolitan area, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports but the Executive shall undertake such travel as Farmmi may require, and (v) fully accounting is reasonably required for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sohis duties hereunder. (b) In performing Throughout the Employment Period, the Executive shall use his duties, Employee shall not undertake any action inconsistent with or harmful best efforts to the best interests of Farmmi. Employee shall perform his duties under this Agreement fully, diligently and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, statefaithfully, and local lawshall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) In performing Executive shall devote substantially all of his dutiesbusiness time to the affairs of the Company; provided, Employee however, that anything herein to the contrary notwithstanding, nothing shall be familiar with and shall comply with: preclude the Executive from (i) all applicable federalwith the prior written consent of the Board, statewhich consent will not be unreasonably withheld or delayed, and local laws and regulations; serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) the policies engaging in charitable activities and decisions of Farmmi’s Board of Directors; and community affairs, (iii) all policies, proceduresmanaging his personal and/or family investments and affairs, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (div) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage engaging in any other business activity, whether activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageprovided hereunder.

Duties. (1) The Executive acknowledges that, as a senior officer of the Company, the Executive will owe a fiduciary duty to the Company. (2) The Executive will also: (a) During devote full-time effort and attention to the term business and affairs of his employment under this Agreementthe Company; (b) perform the Services in a competent and efficient manner and in a manner consistent with the Executive’s fiduciary obligations to the Company as an executive officer thereof and in compliance with all reasonable Company policies of which the Executive is made aware, Employee and will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi carry out all lawful instructions and directions from time to time given to the Executive in relation to the performance of the Services; (c) use all commercially reasonable efforts to promote the interests and goodwill of the Company; (d) comply with all Company policies and codes of business ethics, as adopted by the Board from time to time, including the Company’s confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies; (e) in the event of a Going Public Transaction, act as the CEO and CFO or an equivalent officer of Pubco, as requested by the Board; and (f) not undertake any other business or occupation or become a director or officer, employee or agent of any other company, firm, society or person without violating prior written approval of the Board of Directors, which such approval shall not be unreasonably withheld, and with the exception of the current advisor, director, and officer roles as described in Schedule “B” (3) The Executive warrants that the Executive shall perform the Services and conduct his other activities in a manner which is lawful and reputable and which is designed to bring good repute to the Company, the Company’s business interests and the Executive. In particular, and in this regard, the Executive specifically agrees to provide the Services in a sound and professional manner consistent with performance quality standards of the industry and otherwise in accordance with the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time Agreement. In the event that the Board of Directors has a reasonable concern that the Services as performed by the Executive are being conducted in a way contrary to further properly the interests and revenues of Farmmi law or are reasonably likely to bring disrepute to the satisfaction business interests or to the Company’s or the Executive’s reputation, the Company may require that the Executive make such alterations in the Executive’s activities, as the Board of Farmmi, (ii) being subject Directors may reasonably require in its sole and absolute discretion to Farmmi’s direction and control at all times with respect the extent necessary to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soaddress such reasonable concerns. (b4) In performing his dutiesThe Executive will not knowingly breach and will take all reasonable steps to inform himself about compliance with, Employee shall not undertake any action inconsistent with all Canadian and foreign laws, whether federal, provincial or harmful state, applicable to the best interests of Farmmi. Employee shall perform his Executive’s respective duties and responsibilities obligations hereunder. In particular, the Executive acknowledges the application of securities laws and his status as an “insider” as defined by such laws in a professional manner and consistent connection with the overall goals trading in the Company’s stock and objectives of Farmmi and applicable federal, state, and local lawdealing with its confidential information. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. MST hereby employs Executive in the capacity of President and Chief Executive Officer. In such capacity, Executive shall perform the duties of a president and chief executive officer in a professional, supervisory and managerial nature solely for the benefit of MST and pertaining to the business and affairs of MST as determined by the Board of Directors and/or the Executive Committee of MST. Executive shall report directly to Telkonet, Inc.’s Chief Executive Officer (the “Telkonet CEO”). Executive’s duties and responsibilities shall also include, but not be limited to, the following: (a) During Serve as the term chief executive officer of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. EmployeeMST’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement operations and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmiprovide leadership for MST’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so.activities; (b) Oversee all MDU and, after a transition period as determined by the Telkonet CEO, all the hotel and motel operations of MST and Telkonet, Inc. In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent conjunction with the overall goals 2006 planning process, the Executive and objectives of Farmmi the Telkonet CEO and/or his designees will define the geographic boundaries and applicable federal, state, and local law.managed solution offerings to be the Executive’s responsibility; (c) In performing his dutiesHire, Employee shall be familiar compensate, discipline and terminate MST staff within the approved budget, establish job descriptions, duties and responsibilities of all MST staff in accordance with and shall comply with: (i) all applicable federal, stateMST Bylaws, and local laws and regulations; (ii) the policies and decisions procedures of Farmmi’s Board MST, perform regular evaluations of Directors; all MST staff, determine the level of compensation of such staff on the basis of such evaluations, within the approved budget and (iii) all policies, procedures, in accordance with the policies of MST and requirements enacted by Farmmi’s Board have primary responsibility for the day-to-day operations of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.MST; (d) During his employment Alert and advise the Board of Directors and/or the Executive Committee about reasonably significant matters needing their attention and action; (e) Serve as the representative of MST in activities related to its objectives and policies; (f) Direct the coordination of the activities of MST committees and projects; (g) Oversee, under the direction of the Board of Directors and with Farmmithe assistance of MST’s outside certified public accountant (the “MST Accountant”), Employee shall devote his full timethe custody and use of all funds, attentionsecurities, property and, generally, all assets of MST and best efforts the deposit of the funds of MST; (h) Oversee the preparation of a proposed annual budget of MST; (i) Oversee the receipt and disbursement of MST funds in accordance with the adopted budget of MST; (j) Supervise the sales, installation and support of all MST subscriber acquisition activities; (k) Oversee, develop and expand all aspects of MST’s business, sales and production operations; (l) Present an annual financial report to the operations Board of Farmmi Directors; (m) Present to the Board of Directors an annual report of all activities of MST; (n) Negotiate, evaluate and execute all contracts, agreements and commitments arising in the fulfillment ordinary course of his duties. Employee agrees thatMST’s business for and on behalf of MST, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties consistent with the highest degree duties and responsibilities set forth above; (o) Make expenditures consistent with the approved budget of care. During his employment with Farmmi, Employee shall not directly or indirectly engage MST; and (p) Implement all Board directives and perform all such other duties that may be assigned from time-to-time by the Board of Directors in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageits discretion.

Duties. (a) During the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and Executive shall include: (i) devoting his best efforts and his entire business time to further properly have the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in customarily associated with the position of Chief Financial Officer of a professional manner company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they positions that may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals him from time to time by written notice the CEO and the Board of Directors of FGL Holdings (the “Board”). The Executive agrees to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, skill, and energy to the duties set forth herein and to the business of the Company, and to use his reasonable best efforts to promote the success of the Company’s business. During the Term, at the request of the Board, the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries and affiliates of the Company, in each case without any additional compensation. (b) During the Term, the Executive shall devote substantially all of his business time and attention and his best efforts to the operations of Farmmi and the fulfillment performance of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty duties and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee responsibilities under this Agreement and shall not directly or indirectly engage in any other business activity, whether except as an employeemay be approved by the CEO or the Board; provided that nothing in this Agreement shall prohibit the Executive from (i) engaging in religious, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, charitable or other financial community or economic advantagenon-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement; or (ii) holding directorships in other companies after obtaining the prior written consent of the CEO or the Board; provided further that none of the activities permitted in clauses (i) and (ii) individually or in the aggregate materially interfere with the performance of the Executive’s duties under this Agreement. The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such company to the extent that (i) the investment does not constitute more than two (2) percent of the ownership, and (ii) the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.

Duties. 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 (a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at “Board”). Executive shall have such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals Executive from time to time by written notice the Board, shall perform all duties assigned to Employee. (d) During his employment with FarmmiExecutive faithfully and efficiently, Employee shall devote his full time, attention, and best efforts subject to the operations direction of Farmmi the Board and shall have such authorities and powers as are inherent to the fulfillment undertakings applicable to Executive’s position and necessary to carry out the responsibilities and duties required of his dutiesExecutive hereunder. Employee agrees thatExecutive will perform the duties required by this Agreement at the Company’s principal place of business unless the nature of such duties requires otherwise. So long as Executive is the Chief Executive Officer of the 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 his employment 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 extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with Farmmi, he will exercise the highest degree of loyalty and will conduct his or conflict with Executive’s duties under this Agreement or conflict in any material way with the highest degree business of care. During his employment with Farmmithe Parent, Employee the Company and their respective affiliates; provided, however, that Executive shall not directly serve on the board of directors of any business (other than the Parent or indirectly engage in the Company or their respective affiliates) or hold any other position with any business activitywithout receiving the prior written consent of the Board, whether as an employeewhich consent, employerwith respect to serving on private company boards, consultant, principal, officer, or otherwise and whether or may not done for compensation, gain, or other financial or economic advantagebe unreasonably withheld.

Duties. (a) During 3.1 The Employee shall, during the term of his employment under this Agreementwith the Company, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmithe Board of Directors of the Company (the “Board”), (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful report directly to the best interests of Farmmi. Employee Board and shall exercise such authority, perform his such executive duties and functions and discharge such responsibilities in a professional manner and consistent as are reasonably associated with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, executive position or as they may be amended from time reasonably assigned or delegated to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals him from time to time by written notice to Employee. (d) During the Board, consistent with his employment with Farmmiposition as President and Chief Executive Officer. In general, Employee shall devote his full time, attentionhave management authority with respect to, and responsibility for, the overall operations and day-to-day business and affairs of the Company and all major operating units. 3.2 During the term of this Agreement and excluding periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote substantially all of his business time and attention to the affairs of the Company and, to the extent necessary to discharge the responsibilities assigned hereunder, use his best efforts in the performance of his duties for the Company and any subsidiary corporation of the Company. During the term of this Agreement the Employee may, so long as it does not materially interfere with his duties hereunder: (i) subject to Article VII hereof, serve on the board of directors (or equivalent bodies) of civic, non-profit, or charitable organizations or entities unaffiliated with the Company, (ii) deliver lectures or otherwise participate in speaking engagements, and (iii) manage his personal investments and affairs. 3.3 Employee shall undertake regular travel to the operations Company’s executive and operational offices, and such other occasional travel within or outside the United States as is or may be reasonably necessary in the interests of Farmmi the Company. All such travel shall be at the sole cost and expense of the fulfillment of his duties. Employee agrees thatCompany, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee all airplane travel shall not directly be first or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerclass, or otherwise and whether fully reimbursed at cost, to the extent that such reimbursements do not exceed the approximate equivalent published fare for first or not done business class. Other expenses shall be reimbursed in accordance with the Company’s policies for compensation, gain, or other financial or economic advantageexecutive travel.

Duties. (a) The Employee shall undertake the duties set out in the job description attached hereto of [POSITION] or such other role as the Employers consider appropriate. When carrying out duties for [EMPLOYER 1] the Employee shall report to INSERT [EMPLOYER 1] MANAGER NAME. When carrying out duties for [EMPLOYER 2] the Employee shall report to INSERT [EMPLOYER 2] MANAGER NAME. During the term Appointment the Employee shall: unless prevented by Incapacity, devote the whole of his employment under this Agreementher time, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement attention and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi abilities to the satisfaction business of Farmmi, (ii) being subject to Farmmi’s direction the Employers; diligently exercise such powers and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports perform such duties as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody be assigned to her by the Employers; comply with all reasonable and delivering lawful directions given to her by the same Employers; promptly make such reports to Farmmi whenever the Employers in connection with their affairs on such matters and however directed at such times as are reasonably required; report her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Employers immediately on becoming aware of it; use her best endeavours to do so. (b) In performing his dutiespromote, protect, develop and extend the business of the Employers; and Consent to the Employers monitoring and recording any use that she makes of the Employers' electronic communications systems for the purpose of ensuring that the Employers' rules are being complied with and for legitimate business purposes. The Employee shall not undertake comply with any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federalrules, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, procedures as they may be amended are applicable from time to time. Employee agrees to adhere to and support Farmmi’s Such rules, policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges procedures do not form part of this agreement and agrees that Farmmi the Employers may amend them at any time. To the extent that there is any conflict between the terms of this agreement and such rules, policies and procedures this agreement shall prevail. All documents, manuals, hardware and software provided for the Employee's use by the Employers, and any data or update its employee handbooks documents (including copies) produced, maintained or policy manuals stored on the Employers' computer systems or other electronic equipment (including mobile phones), remain the property of the Employers. Arrangements for day-to-day work, management and reporting remain independent to each of the Employers and will be agreed between them from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention. Personal development and performance appraisals may be carried out during the Appointment, and best efforts to such will be undertaken by each of the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether Employers as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageappropriate.

Duties. As President of the Company, the Executive shall carry out the strategic plans and policies as established by the Board of Directors of the Company and shall report to the CEO and Board of Directors. The Executive’s duties shall include but not be limited to the following: (ai) Supporting the operations and administration of the Board of Directors by advising and informing CEO and Board members with regard to the operations of the Company and interfacing between the Board and the staff of the Company; (ii) Overseeing the design, marketing, promotion, delivery, and quality of company programs, products, and services; (iii) Working with the CEO, recommending a yearly budget for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations; (iv) Working with the CEO, effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations; (v) Develop and implement System C and a national network of builders and vendors sufficient to grow company in to a national homebuilding and management company. (vi) Recruit and train executive staff for Company and promote its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his offices, including without limitation: (i) The full authority for the operations and conduct of the business of the Company; (ii) General decision-making authority with respect to the day-to-day operations of the business of the Company; (iii) The engagement, retention, and termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and (iv) The initiation, development, and implementation of new business, subject to the approval of the CEO and supervision of the Board. The Executive shall render his services thereunder in the headquarters city (or other headquarters location approved by the Board) subject to such reasonable travel as may be required to perform his duties hereunder. During the term of his employment under this Agreementemployment, Employee will the Executive shall devote such time as is required to perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soservices hereunder. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During the term of his her employment under this Agreement, Employee will perform his her duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his her best efforts and his her entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his her duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his her duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his her employment with Farmmi, Employee shall devote his her full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his her duties. Employee agrees that, during his her employment with Farmmi, he she will exercise the highest degree of loyalty and will conduct his her duties with the highest degree of care. During his her employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. During the Employment you shall: (a) During work under the term overall supervision and guidance of his employment under this Agreementthe Board, Employee will perform his duties hereunder at such time or times which shall be responsible for the key management and commercial decisions necessary for the conduct of the business of the Company as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement a whole; (b) undertake and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi carry out to the satisfaction best of Farmmi, (ii) being subject your ability such duties and exercise such powers in relation to Farmmithe Company or Group’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports business as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering be assigned to or vested in you by the same Board including where those duties require you to Farmmi whenever and however directed work for any Group Company (it being acknowledged that the Board will only assign such duties to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful you as are appropriate to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law.your position); (c) In performing his dutiesin the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, Employee shall be familiar with regulations and shall comply with: (i) all applicable federaldirections from time to time made by, stateor under the authority of, the Board and local laws and regulations; (ii) promptly upon request, give a full account to the policies and decisions of Farmmi’s Board or a person duly authorised by the Board of Directors; and all matters with which you are involved. You will provide the information in writing if requested; (iiid) all policies, procedures, and requirements enacted by Farmmi’s Board comply with the Articles of Directors, Association (as they may be amended from time to time. Employee agrees ) of the Company and any Group Company; (e) do, or refrain from doing, such things as are necessary or expedient to adhere ensure compliance by you and the Company and any Group Company with applicable law and regulations including any rules applied by the US Securities Exchange Commission, NYSE or NASDAQ and all other regulatory authorities relevant to the Company and support Farmmi’s policies any Group Company, and practices any codes of practice issued by the Company and any Group Company (as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals amended from time to time by written notice to Employee.time); (df) During his employment act in accordance with Farmmiall statutory, Employee shall fiduciary and common law duties that you owe to the Company and any Group Company; (g) refrain from doing anything which would cause you to be disqualified from acting as a director; (h) unless prevented by ill-health, holidays or other unavoidable cause, devote his full a substantial amount of your working time, attention, attention and best efforts skill to the operations discharge of Farmmi your duties in respect of the Company and any Group Company, as may be reasonably required; (i) faithfully and diligently perform your duties and at all times use your best endeavours to promote and protect the interests of the Company and the fulfillment Group; and (j) promptly disclose to the Board upon becoming aware, full details of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly any wrongdoing by you or indirectly engage in any other business activity, whether as an employee of any Group Company where that wrongdoing in your opinion is material to that employee, employer, consultant, principal, officer, ’s employment by the relevant company or otherwise and whether to the interests or not done for compensation, gain, or other financial or economic advantagereputation of any Group Company.

Duties. (a) During As Chief Operating Officer of the term Company, the Executive shall carry out the strategic plans and policies as established by the President of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably requestthe Company and shall report to the President. EmployeeThe Executive’s duties may shall include but not be varied by Farmmi from time limited to time without violating the terms of this Agreement and shall include: following: (i) devoting his best efforts Supporting the operations and his entire business time to further properly administration of the interests President by advising and revenues of Farmmi to informing the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times President with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts regard to the operations of Farmmi the Company and interfacing between the President and the fulfillment staff of the Company; (ii) Overseeing the design, marketing, promotion, delivery, and quality of the Company's programs, products, and services; (iii) Recommending a yearly budget for President approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations; (iv) Effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations; (v) Identifying and researching potential sources of capital and establishing strategies to obtain funding from such sources; and (vi) assuring that the Company and its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As Chief Operating Officer of the Company, the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his dutiesoffices, including without limitation: (i) The full authority for the operations and conduct of the business of the Company; (ii) General decision-making authority with respect to the day-to-day operations of the business of the Company; (iii) The engagement, retention, and termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and (iv) The initiation, development, and implementation of new business, subject only to the supervision of the President. Employee agrees that, during his employment with Farmmi, he will exercise The Executive shall render her services there under in the highest degree of loyalty and will conduct his headquarters city (or other locations approved by the President) subject to such reasonable travel as may be required to perform her duties with the highest degree of carehereunder. During his employment with Farmmithe initial six (6) months of employment, Employee the Executive shall devote not directly or indirectly engage in any other business activityless than fifty percent (50%) of her time to service rendered pursuant to this Agreement. Thereafter, whether the Executive shall devote such time as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageis required to perform her services hereunder.

Duties. (a) During the term Term of his employment under Employment (or, if applicable, any Extended Term of Employment), the Executive shall 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 member of the Board. The Board shall elect the Executive as a member of the Board prior to the execution of this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time subject however to time without violating the terms execution of this Agreement by the parties and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction approval of Farmmithe Bankruptcy Court for the District of Delaware. As the Company's President and Chief Executive Officer, the Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (ii) being including the right to hire and dismiss employees (subject to Farmmi’s direction approval of the Board in the case of corporate officers)) as are customarily associated with and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful incident to the best interests position of Farmmi. Employee shall perform his duties President and responsibilities in a professional manner Chief Executive Officer and consistent with as the overall goals and objectives of Farmmi and applicable federalCompany may, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time, require of him, subject to the direction of the Company's Board. Employee agrees The Executive shall serve the Company faithfully, conscientiously and to adhere to the best of the Executive's ability and support Farmmi’s policies shall promote the interests and practices as set forth in any employee handbook reputation of the Company. Unless prevented by sickness or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmidisability, Employee the Executive shall devote his full all of the Executive's time, attention, knowledge, energy and best efforts skills, during normal working hours, and at such other times as the Executive's duties may reasonably require, to the operations duties of Farmmi and the fulfillment Executive's employment, provided, however, that it shall not be a breach of this Agreement for the Executive to (1) manage his own private financial investments; or (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. Employee agrees thatduties hereunder, during his employment do not otherwise interfere with Farmmi, he will exercise the highest degree Executive's performance of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerhereunder, or otherwise and whether violate this Agreement (including, but not limited to, Section 4 hereof) or not done for compensationthe 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, gainfrom time to time, or other financial or economic advantageto travel on behalf of the Company.

Duties. (a) During the term Term (as defined in Section 3), Executive shall serve FirstMerit and FirstMerit Bank as its Executive Vice President of his 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 under this Agreementwith FirstMerit and of any office or offices held by Executive in FirstMerit, Employee will perform his duties hereunder at such provided that there shall be no set time or times as Farmmi may reasonably requestminimum time during which Executive shall perform such services. Employee’s duties may It is understood and agreed that, without prior written approval from the Board of Directors of FirstMerit (the "Board") (which approval shall not be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi unreasonably withheld to the satisfaction of Farmmiextent such activities do not materially interfere with Executive's duties), (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi Executive may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activityactivities during the period of Executive's employment by FirstMerit, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, profit or other pecuniary advantage. Notwithstanding the foregoing, (a) nothing contained in this Section 2 shall preclude Executive from any investment or activity that existed at the 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 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 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 economic advantagethe performance of the Executive's duties under this Agreement, and (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 (a) and (d) above may be retained by Executive.

Duties. (a) During the term Period of his employment under Employment (as defined in Section 3), Executive shall serve the Company in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, Employee will perform his duties hereunder at directives of the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such time or times as Farmmi may reasonably request. Employee’s duties policies may be varied by Farmmi from time to time without violating amended, modified, changed, or adopted during the terms Period of Employment, and Executive shall have duties and authority consistent with Executive’s position as the President and Chief Executive Officer. In this Agreement and position, Executive shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi report to the satisfaction Board of FarmmiDirectors. If requested by the Company, (ii) being subject to Farmmi’s direction Executive shall also serve as a member of the Board and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soany Board committees without additional compensation. (b) In performing his dutiesThroughout the Period of Employment, Employee Executive shall devote her full business time, energy, and skill to the performance of her 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 undertake serve as a director of any action inconsistent with or harmful other publicly traded entity without gaining the consent of the Corporate Governance & Nominating Committee of the Board prior to the best interests commencement of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawsuch service. (c) In performing Executive shall exercise due diligence and care in the performance of her duties for and the fulfillment of his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) obligations to the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to EmployeeCompany under this Agreement. (d) During his employment the Period of Employment, the Company shall furnish Executive with Farmmioffice, Employee shall devote his full time, attention, secretarial and best efforts other facilities and services as are reasonably necessary or appropriate for the performance of Executive’s duties hereunder and consistent with her position as the Chief Executive Officer of the Company. (e) Executive hereby represents to the operations Company that the execution and delivery of Farmmi this Agreement by Executive and the fulfillment Company and the performance by Executive of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive’s duties with the highest degree of care. During his employment with Farmmi, Employee hereunder shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerconstitute a breach of, or otherwise and whether or not done for compensationcontravene, gain, the terms of any employment or other financial agreement or economic advantagepolicy to which Executive is a party or otherwise bound.

Duties. (a) During As Chairman and CEO of the term Company, the Executive shall carry out the strategic plans and policies as established by the Board of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably requestDirectors of the Company and shall report to the Board of Directors. EmployeeThe Executive’s duties may shall include but not be varied by Farmmi from time limited to time without violating the terms of this Agreement and shall include: following: (i) devoting his best efforts Supporting the operations and his entire business time to further properly administration of the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; Directors by advising and (iii) all policies, procedures, and requirements enacted by Farmmi’s informing Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment members with Farmmi, Employee shall devote his full time, attention, and best efforts regard to the operations of Farmmi the Company and interfacing between the Board and the fulfillment staff of the Company; (ii) Overseeing the design, marketing, promotion, delivery, and quality of the Company's programs, products, and services; (iii) Recommending a yearly budget for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations; (iv) Effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations; (v) Identifying and researching potential sources of capital and establishing strategies to obtain funding from such sources; and (vi) assuring that the Company and its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As Chairman and CEO of the Company, the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his offices, including without limitation: (i) The full authority for the operations and conduct of the business of the Company; (ii) General decision-making authority with respect to the day-to-day operations of the business of the Company; (iii) The engagement, retention, and termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees; and (iv) The initiation, development, and implementation of new business, subject only to the supervision of the Board. The Executive shall render his services thereunder in the headquarters city (or other headquarters location approved by the Board) subject to such reasonable travel as may be required to perform his duties hereunder. During the initial four (4) months of employment, the Executive shall devote not less than sixty percent (60%) of his dutiestime to service rendered pursuant to this Agreement. Employee agrees thatThereafter, during the Executive shall devote such time as is required to perform his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageservices hereunder.

Duties. (a) During Commencing on the term Start Date, Executive shall serve as Chief Executive Officer of his employment under this Agreementthe Company, Employee will perform his duties hereunder at and as such time or times as Farmmi may reasonably request. Employee’s duties may shall be varied by Farmmi from time to time without violating the terms highest ranking executive officer of this Agreement the Company and shall include: 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (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) devoting his best efforts the Chief Financial Officer, General Counsel and his entire business time to further properly the interests and revenues of Farmmi Internal Audit also have direct reporting responsibilities to the satisfaction of Farmmi, Board and committees thereof and (ii) being subject the editors may also report to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmithe Founder). In performing such duties, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireservices, and responsibilities, the Executive shall report solely to the Board as a whole (v) fully accounting for all monies and with coordination through the lead director or other property independent director designated by the Board). Executive shall continue as a member of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soBoard. (b) In performing During the Employment Term, the Executive shall use his best energies and abilities in the performance of his duties, Employee services and responsibilities for the Company, shall not undertake any action inconsistent comply with or harmful the Company’s policies and procedures and shall devote substantially all of his business time and attention to the best interests businesses of Farmmithe Company and its subsidiaries and affiliates. Employee shall perform Notwithstanding the foregoing, the parties understand and agree that the Executive may continue to serve as a non-executive consultant to ▇▇▇▇ Metal Management, Ltd through June 30, 2014, so long as such service does not violate or materially interfere with his duties performance of his duties, services and responsibilities under this 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 a professional manner New York City, New York, except for customary business travel on behalf of the Company and consistent with the overall goals its subsidiaries and objectives of Farmmi and applicable federal, state, and local lawaffiliates. (c) In performing his dutiesUpon any termination of the Executive’s employment with the Company, Employee the Executive shall be familiar with deemed to have resigned from all other positions he then holds as an employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates, unless otherwise agreed by the Company and the 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 terms shall comply with: (i) all applicable federalmean, state, and local laws and regulations; (ii) to the policies and decisions extent required under Section 409A of Farmmi’s Board the Internal Revenue Code of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors1986, as they may be amended (“Section 409A”), the Executive’s “separation from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices service” as set forth defined in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi Section 409A and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageapplicable regulations thereunder.

Duties. Subject to the transitions set forth below, Executive agrees that during the Employment Period, Executive will devote his full business time, energies and talents to serving at the direction of the Board and the Bank Board, as the case may be. (a) During Subject to the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms following subsections of this Agreement Section 3, during the Employment Period, Executive shall continue serving as the President and shall include: (i) devoting his best efforts Chief Executive Officer of the Company and his entire business time to further properly the interests and revenues of Farmmi Bank, subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soBoard. (b) In performing his dutiesOn or after January 1, Employee 2016, the Bank Board shall not undertake any action inconsistent with or harmful to have the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, stateright, and local lawsole discretion, to appoint a new President of the Bank. (c) In performing his dutiesOn or after January 1, Employee 2017, the Bank Board shall be familiar with and shall comply with: (i) all applicable federal, statehave the right, and local laws and regulations; sole discretion, to appoint a new Chief Executive Officer of the Bank. (iid) On or after January 1, 2018, the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, proceduresshall have the right, and requirements enacted by Farmmi’s sole discretion to appoint a new President of the Company. (e) During the Employment Term and through the end of the director term ending in calendar year 2020 (ending as of the annual shareholders meeting), the Executive shall continue to serve as a member of the Board of Directors, and the Bank Board. (f) Executive shall have such duties and responsibilities as they may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals Executive from time to time by written notice the Board and the Bank Board, which duties and responsibilities shall be commensurate with Executive’s above positions, shall perform all duties assigned to Employee. (d) During his employment with FarmmiExecutive faithfully and efficiently, Employee which shall devote his full timespecifically include facilitating an amicable and efficient transition of duties to Executive’s successor for each of the above positions, attentionsubject to the direction of the Board and the Bank Board, and best efforts shall have such authorities and powers as are inherent to the operations undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and duties required of Farmmi Executive hereunder. Through the Retirement Date, 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. 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 extent such activities do not, in the reasonable judgment of the 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 Employer and its Affiliates; provided, however, that Executive shall not serve on the 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 fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageBank Board.

Duties. (a) During In his capacity as Executive Vice President of Employer, Executive shall perform for Employer the term of his employment under this Agreementexecutive, Employee will perform his administrative and technical duties hereunder at customarily associated with such time or times position, as Farmmi may well as such other duties reasonably request. Employee’s duties consistent therewith as may be varied by Farmmi reasonably assigned to Executive from time to time without violating by the terms President or Board of this Agreement Directors of Employer; provided, however, that the duties assigned shall be of a character and shall include: (i) devoting his best efforts dignity appropriate to a senior executive of a corporation and his entire business time to further properly the interests consistent with Executive’s experience, education and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sobackground. (b) In performing his dutiesExcept as otherwise set forth in this paragraph, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee Executive shall devote his full time, attention, time and best efforts during normal business days and hours to the operations performance of Farmmi this Employment Agreement and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee (ii) Executive shall not directly engage in the real estate business or indirectly engage in any other business activitywhich conflicts with or competes in any material way with the business of Employer. Notwithstanding the foregoing, whether (x) Executive may devote reasonable time and efforts during normal business days and hours to the business of Scorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively “Scorpio”) pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, S▇▇▇▇▇ ▇▇▇▇▇▇, T▇▇▇▇▇ ▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as an employeemodified by certain agreements dated as of August 1, employer1996 between such parties (the “Option Agreement”) and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, consultant“Ivy”) as Executive deems reasonably necessary; so long as, principalin either case, officerthe devotion of such time and effort does not conflict (without independent committee review) or interfere with Executive’s performance of his duties as Executive Vice President of Presidential and in fact Executive does diligently perform his duties as Executive Vice President of Presidential to the satisfaction of the Board of Directors of Employer. During the term of this Employment Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b), provided however that Executive and/or Scorpio will pay, or otherwise reimburse Employer for, the direct costs for duplicating, telecopying, telephone and whether or not done for compensation, gain, or other financial or economic advantagebusiness expenses used by Scorpio in a manner reasonably satisfactory to Employer.

Duties. (a) During the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times Executive shall be employed by the Company initially as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi Special Advisor to the satisfaction Chief Executive Officer of FarmmiVICI REIT (the “CEO”), (ii) being subject with such title to Farmmi’s direction and control at all times with respect change to his activities on behalf of FarmmiExecutive Vice President, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireGeneral Counsel, and (vupon approval of the Board of Directors of VICI REIT (the “Board”)) fully accounting Corporate Secretary of VICI REIT and the Company when Executive receives the regulatory approvals necessary for all monies her to hold and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee execute such role. Executive shall not undertake any action inconsistent with or harmful report to the best interests CEO. The Executive may also hold such directorships and officerships in VICI REIT, the Company and any of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federaltheir affiliates to which, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time, the Executive may be elected or appointed during the Term. Employee agrees to adhere to Executive shall faithfully perform for the Company the duties of said office and support Farmmi’s policies shall perform such other duties of an executive, managerial or administrative nature as shall be specified and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. (d) During his employment the CEO, which duties shall not be materially inconsistent with Farmmi, Employee the duties performed by executives holding similar offices with comparable companies. Executive shall devote his full timesubstantially all of her business time and effort to the performance of her duties hereunder, attentionexcept that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s employment duties. In addition, Executive will be permitted to serve, with the prior written consent of the CEO, as a member of the board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and best efforts regulations established from time to time by the operations of Farmmi Company (the “Policies”). Executive shall obtain and keep in full force and effect throughout the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of careTerm all gaming licenses or approvals necessary or appropriate for Executive’s position. During his employment the Term, Executive shall be based in the Company’s offices in New York, NY, except for reasonably required travel on the Company’s business consistent with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageExecutive’s position.

Duties. (a) During In his capacity as Executive Vice President of Company during the term of his employment under this AgreementEmployment Term, Employee will the Executive shall perform his for Company the executive, administrative and technical duties hereunder at customarily associated with such time or times positions, as Farmmi may well as such other duties reasonably request. Employee’s duties consistent therewith as may be varied by Farmmi reasonably assigned to Executive from time to time without violating by the terms President or the Board of this Agreement Directors of Company; provided, however, that the duties assigned shall be of a character and shall include: (i) devoting his best efforts dignity appropriate to a senior executive of a corporation and his entire business time to further properly the interests consistent with Executive's experience, education and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sobackground. (b) In performing Except as otherwise set forth in this paragraph, during the Employment Term the (i) Executive shall devote his duties, Employee full time and efforts during normal business days and hours to the performance of this Agreement; and (ii) Executive shall not undertake engage in the real estate business or in any action inconsistent other business which conflicts with or harmful competes in any material way with the business of Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the best interests business of FarmmiScorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Employee shall ▇▇▇▇▇▇, as modified by certain agreements dated as of August 1, 1996 between such parties (the "Option Agreement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as Executive Vice President of Company and in fact Executive does diligently perform his duties as Executive Vice President of Company to the satisfaction of the Board of Directors of Company. During the Term of this Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b), provided, however, that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and responsibilities other business expenses used by Scorpio in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawreasonably satisfactory to Employer. (c) In performing his dutiesDuring the Consulting Term, Employee shall Executive will be familiar with engaged by Company as a consultant to render to Company such consulting services as may be reasonably assigned to him from time to time by the Board of Directors of Company, or by the Executive Committee of Company, provided that such services are of a type, dignity and shall comply withnature appropriate to the former Executive Vice President of Company and further provided that: (i) all applicable federalsuch consulting services shall be required to be rendered by him only in White Plains, state, and local laws and regulationsNew York or such other location in the United States designated by Executive; (ii) the policies and decisions Executive's inability to act as such consultant by reason of Farmmi’s Board illness, disability or lack of Directorscapacity shall not be deemed a breach of this Agreement; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular time shall not constitute a breach of Directors, as they this Agreement; such services may be amended from time rendered by telephone, mail or other means of communication; and that Executive's failure to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment render such services because of his duties. Employee agrees thatabsence from White Plains, during his employment with Farmmi, he will exercise New York or such other location in the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee United States designated by Executive shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagebe deemed a breach of this Agreement.

Duties. (a) During EMPLOYEE shall be responsible for interactions with domestic and world wide financial managers and investors in both the term of his employment under this Agreementprivate and public markets to meet the company’s financing, growth and profit directed activities. To achieve these and all other defined objectives Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement shall assemble an experienced and effective success oriented senior management team that shall include: (i) devoting his best efforts participate in obtaining financing and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, managing budgets; (ii) being subject to Farmmisupport the Company’s direction mission directed strategic and control at all times with respect to his activities on behalf of Farmmitactical plan, including manufacturing, business development, marketing, sales, distribution and project management and; (iii) complying with all rules, orders, regulations, policies, practices the establishment of corporate policy and decisions of Farmmi, culture; (iv) truthfully investor and accurately maintaining and preserving all records and making all reports as Farmmi may require, public relations (IR/PR); and (v) fully accounting for compliance with US and appropriate Non-US regulatory agencies (financial and product related). Employee shall work closely with the Company’s CEO in defining and achieving all monies objectives. In addition, EMPLOYEE’s duties shall be such duties and other property responsibilities as the Company’s Board of Farmmi of which he may Directors shall specify from time to time have custody time, and delivering shall entail those duties customarily performed by the same to Farmmi whenever President and however directed to do so. (b) In performing his dutiesChief Operating Officer of a similarly situated company. EMPLOYEE shall diligently and faithfully execute and perform such duties and responsibilities, Employee shall not undertake any action inconsistent with or harmful subject to the best interests general supervision and control of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of FarmmiCompany’s Board of Directors; . EMPLOYEE shall be responsible and (iii) all policies, procedures, and requirements enacted by Farmmireport only to the Company’s Board of Directors. In its sole and absolute discretion, the Company’s Board of Directors shall determine EMPLOYEE’s duties and responsibilities and may assign or reassign EMPLOYEE to such duties and responsibilities as they may be amended from time it deems in the Company's best interest, to timethe extent such assignment or reassignment is commensurate with the duties customarily performed by the President and Chief Operating Officer of a similarly situated company. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee EMPLOYEE shall devote his full time, full-time attention, energy, and best efforts skill during normal business hours to the operations business and affairs of Farmmi the Company and the fulfillment of his duties. Employee agrees thatshall not, during his employment with Farmmithe Employment Term, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmias that term is defined below, Employee shall not directly or indirectly engage be actively engaged in any other business activity, whether except with the prior written consent of the Company’s Board of Directors. Notwithstanding anything to the contrary in this Agreement, EMPLOYEE is not precluded from devoting reasonable periods of time required for: (a) serving as an employeea director or member of a committee of any organization or corporation, employercharity or governmental position involving no conflict of interest with the interests of the Company; (b) serving as a consultant in his area of expertise (in areas other than the FIELD as defined hereinafter), consultantto government, principalindustrial, officerand academic panels where it does not conflict with the interests of the Company. The Company has interests in the following areas: (i) lipid containing microbubbles (“LCM”) technology as a drug delivery vehicle for use in the treatment of cancer as defined in the confidential License Agreement between Cornerstone Ventures, LLC and Cavitation-Control Technologies, Inc. dated December 12, 2000; (ii) Emulsiphan nanoparticles and Emulsiphan nanoparticle based products; (iii) lipoic acid derivatives; (iv) polyethylene conjugated triazine derivatives; (v) products isolated from latex derived from the botanical Ficus carica; (vi) technologies used to treat and diagnose cancer licensed, acquired or otherwise developed by the Company’s employees and whether duly assigned to the Company (all within the “FIELD”); and (c) managing his personal investments or engaging in any other non-competing business; provided that such activities do not done for compensation, gain, or other financial or economic advantagematerially interfere with the regular performance of his duties and responsibilities under this Agreement as determined by the Company.

Duties. (a) During Executive is hereby engaged as Chief Credentialing, Compliance and Privacy Officer. Executive's duties are described on Exhibit A, attached hereto and incorporated herein. Executive shall perform and discharge the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties which may be varied by Farmmi assigned to Executive from time to time without violating in connection with the terms conduct of this Agreement the business of Employer. Employer may change Executive's title and shall includeduties if: (i) devoting his Employer has concluded in its reasonable judgment that such change is in Employer's best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmiinterests, or (ii) being Executive has failed to meet outlined yearly performance standards and objectives. On an annual basis, the parties shall mutually agree in writing to such performance standards and objectives. Executive will be subject to Farmmi’s the day-to-day direction and control at all times with respect of ChoicePoint's Chief Operating Officer ("ChoicePoint Executive"), but will report ultimately to his activities on behalf the Privacy Committee of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions ChoicePoint's Board of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireDirectors, and (v) fully accounting for all monies in the event of any conflict between directions received from the ChoicePoint Executive and other property the Chair of Farmmi the Privacy Committee, the directions of the latter shall control. Whenever in this Agreement the authority or direction of the ChoicePoint Executive is referenced, it shall be subject to the approval of the Privacy Committee, which he may from time to time have custody and delivering shall be presumed unless said Committee has informed the same to Farmmi whenever and however directed to do soExecutive otherwise in writing. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful addition to the best interests duties specifically assigned to Executive, Executive shall: (i) diligently follow and implement all management policies and decisions communicated to Executive by ChoicePoint Executive or the Board's Privacy Committee, as described above; (ii) timely prepare and forward or cause to be forwarded all reports and accountings relating to Employer as may reasonably be requested of Farmmi. Employee shall perform his duties Executive; (iii) devote the majority of Executive's time, energy and responsibilities in a professional manner skill during regular business hours to the diligent performance of Executive's duties; and consistent (iv) not devote any time or interest that conflicts with the overall goals and objectives business of Farmmi and applicable federal, state, and local lawEmployer or any of its subsidiaries or affiliates. (c) In performing his dutiesExecutive shall have the right to make contracts binding on the Company, Employee shall be familiar to the extent consistent with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions authorization of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth the Company described in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.Exhibit A. (d) During his employment with Farmmi, Employee All funds and property received by Executive on behalf of the Company or any affiliate shall devote his full time, attentionbe received and held by Executive in trust, and best efforts Executive shall account for and remit all such funds to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageCompany.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts to faithfully perform the duties of President and his entire business time Chief Executive Officer of the Company pursuant to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time shall have custody responsibility over the day-to-day operations and delivering business of the same to Farmmi whenever Company (including, without limitation, the Company's quick service, franchising, quick casual and however directed to do so. (bstrip center operations) In performing his in accordance with the Company's approved budgets and business plans and shall perform such other duties, Employee shall not undertake any action inconsistent commensurate with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federalposition, state, and local law. (c) In performing his duties, Employee as shall be familiar with specified and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by the Company's Board of Directors (the "BOARD") and its Chairman (the "CHAIRMAN"). Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of the Company. Executive shall report to the Chairman and to the Board, and shall promptly disclose, at appropriate times, all material developments relating to the Company so as to enable the Company to obtain the most effective use of Executive's services and the business opportunities that come to Executive's attention. 2.2 Executive, if elected to the Board, shall serve on the Board without additional compensation for such services. Upon his termination as an employee of the Company, Executive shall be deemed to have simultaneously tendered his resignation as a member of the Board (if serving thereon at the time), unless he has resigned such directorship prior thereto. 2.3 Executive shall be subject to the rules, regulations and policies of the Company involving the general conduct of business of the Company in force from time to time, as applicable to senior executives of the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive (a) has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies, or (b) has participated in establishing such rules, regulations and policies. In performing Executive's duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to the Company and its business that. 2.4 During the Term, and any time thereafter, Executive agrees to give prompt written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts the Company of any claim or injury relating to the operations Company, and, until the expiration of Farmmi applicable statute of limitations, to fully cooperate in good faith and to the fulfillment best of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties Executive's ability with the highest degree of care. During his employment Company in connection with Farmmiall pending, Employee shall not potential or future claims, investigations or actions which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that the Company, its counsel or its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. Executive shall be reimbursed for all reasonably incurred out-of-pocket expenses which he incurs in any other business activityconnection with his rendering his assistance hereunder. After the Term, whether as an employeeExecutive's assistance shall be given telephonically, employerunless the same is not reasonably practicable, consultantin which case such assistance shall be given in person provided reasonable advance notice of the need for his assistance is given to the extent practicable. 2.5 Although Executive will perform his duties at the Company's principal headquarters in the greater New York metropolitan area, principal, officer, or otherwise he understands that his responsibilities require substantial travel in connection with the Company's national and whether or not done for compensation, gain, or other financial or economic advantageinternational operations.

Duties. (a) During Executive shall serve as the term Executive Vice President of his employment Sales and Marketing, and perform, under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time and according to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s Employer's direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his Executive's abilities, all executive, advisory, administrative, and/or managerial duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned or delegated to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals Executive from time to time by written notice Clay▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇e Chief Executive Officer ("CEO") of Employer. Executive shall report directly to EmployeeClay▇▇▇ ▇▇▇▇▇▇, ▇▇. , ▇▇e CEO, during the Term of this Agreement. If Clay▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ses being the CEO during the Term of this Agreement, Executive shall report to the replacement CEO. Executive shall carry out, follow and comply with all directives, rules, and policies of Employer and Employer's Board of Directors (d"Board") During his employment with Farmmiand, Employee subject to the CEO's direction and control, shall have the authority and responsibilities customarily exercised by an Executive Vice President of Sales and Marketing. Executive's authorities and responsibilities shall include, without limitation, the following: - Managing all day to day operations of Employer's direct sales and marketing personnel; - Assisting the Company in attempting to meet corporate objectives for top line revenue, gross margin, customer retention and other enumerated milestones; - Leadership in setting strategy for new markets, product development, pricing, and differentiation while executing customer acquisition and retention for direct sales; - Further develop the sales and marketing organizations. - Work to develop, implement or improve processes, procedures and systems necessary to facilitate and improve customer care functions in support of Employer's business; - Manage sales and marketing P/L to budget. Executive shall exert best reasonable efforts and devote his full substantially all of Executive's working time, attentionattention and energies to Employer's business and the performance of Executive duties, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done such employment or business activity is pursued for compensation, gain, profit or other financial pecuniary advantage, without Employer's express prior written consent; provided that the foregoing shall not prohibit Executive from winding down his existing Nextjobstep business entity or economic advantagefrom receiving amounts still owed him in respect of prior employment.

Duties. (a) During the term of his employment under this Agreement, Employee will 4.1 The Executive shall undertake such responsibilities and perform his such duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering be assigned to him by or under the same authority of the Board, including without limiting the generality of the foregoing: (a) to Farmmi whenever and however directed to do so.hold appointments (whether executive or non-executive) with such Group Companies; (b) In performing devote such substantial amount of his duties, Employee shall not undertake any action inconsistent with or harmful to time and attention during business hours as is reasonably necessary for the best interests proper discharge of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law.under this Agreement; (c) In performing perform such services for any Group Company, existing or future Subsidiary or Subsidiaries of the Company and without further remuneration (unless otherwise agreed) and accept such offices in any such companies as the Board may from time to time reasonably require; (d) exercise his dutiesbest endeavours to procure the Company’s compliance with the Nasdaq Rules, Employee shall be familiar with and shall comply with: (i) all applicable federal, statethe Constitution, and local laws all other applicable laws, rules, regulations, guidelines and regulations; practice notes which are binding on or applicable to the Group; (iie) undertake all other duties and obligations as may be required of the policies Executive pursuant to the Nasdaq Rules, the Constitution, all other applicable laws, rules and decisions of Farmmi’s Board of Directors; and (iii) all policies, proceduresguidelines, and requirements enacted by Farmmi’s Board of Directors, as they may be amended all other best practices from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices , as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals be requested from time to time by written notice the Board and to Employeeperform such duties in connection therewith as may be requested by the Board and shall comply with all directions made by or under the authority of the Board. (d) 4.2 Subject to such instructions and directions as may, from time to time, be given to him by the Board, the Executive shall use all proper means in his power to improve, develop, extend, maintain, advise and promote the Company’s business and to protect and further the reputation, interests and success of the Company and the Group. 4.3 During the Employment, the Executive shall well and faithfully serve the Company and use his employment with Farmmiutmost endeavours to promote the interests of the Company and the Group, Employee and shall devote the whole of his full time, attention, attention and best efforts abilities to the operations affairs of Farmmi the Company and the fulfillment of his duties. Employee agrees thatGroup and not accept any other employment, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties engagement or public office except with the highest degree prior written consent of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagethe Board.

Duties. 1.1 Gigamon hereby appoints you as its SW Engineer, starting from July 01, 2019. ("Commencement Date"). 1.2 You will be under probation for a period of 6 months, during which time your performance will be monitored closely. During the probation period, Gigamon may terminate you without notice, and without assigning any reasons for the termination. Upon successful completion of the probation period, the term of your employment with Gigamon shall continue, as a regular employee, until terminated in accordance with the “Termination” clause below. 1.3 Your period of employment with Gigamon will be referred to as the "Employment Term." You shall devote your full time and best efforts to the advancement of the interests of Gigamon in accordance with Gigamon's policies established, from time to time, by the Board or other appropriately designated person or group, and shall perform such duties related to or incidental to the duties contained herein as may be 1.4 You must: (a) During undertake the term of his employment under duties and exercise the powers which Gigamon assigns to, or vests in, You and comply with all lawful orders and instructions given by Gigamon in this Agreementregard; (b) observe and comply with Gigamon's rules, Employee will regulations and policies as varied from time to time; (c) perform his the duties hereunder at such time and exercise the powers that are assigned to, or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi vested in You from time to time without violating by Gigamon in a proper and efficient manner with all due care, skill and diligence; (d) devote your entire time, attention and skill exclusively to the terms of business during normal business hours and such other hours as are necessary to satisfactorily perform your obligations under this Agreement and shall include: Agreement; (ie) devoting his use your best efforts and his entire business time endeavours to further properly promote the interests and revenues of Farmmi Gigamon; (f) perform to the satisfaction best of Farmmiyour ability, (ii) being subject to Farmmi’s direction in accordance with the directions of Gigamon, the duties and control at all times responsibilities normally associated with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireyour position, and (v) fully accounting for all monies such additional duties and other property of Farmmi of which he responsibilities as Gigamon may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so.reasonably specify; (bg) In performing his dutiesduring the Employment Term, Employee shall not promptly disclose to Gigamon each business opportunity which, based on its prospects and relationship to the Gigamon Business, Gigamon might reasonably consider pursuing. Upon your termination for any reason, Gigamon will have the exclusive right to participate in or undertake any action inconsistent with such opportunity on its own behalf, without any involvement by, or harmful compensation to the best interests You; and (h) agree that while your primary work location will be at Gigamon's office in Chennai, You may be transferred to any of FarmmiGigamon's associated companies, client's locations, third parties or branch offices, on deputation, secondment or transfer. Employee shall perform his Your duties may also require You to travel within India and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federalto other countries, stateoften at short notice. To undertake such travel, You confirm that You have, and local law. (c) In performing his dutieswill, Employee shall be familiar at all times have, a passport with and shall comply with: (i) all applicable federal, stateat least 6 months' validity in your possession, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policiesbe subject to no restrictions on travel imposed by a Court, proceduresMagistrate, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gainPolice, or other financial or economic advantagelaw enforcement authority.

Duties. (a) During the term Term, the Executive will serve as the Chief Operating Officer of the Company. The Executive will have such duties and responsibilities, consistent with past practice, as are customary for the position of Chief Operating Officer (including the Executive’s positions in effect prior to the Effective Date) and any other duties, responsibilities or offices he may be reasonably assigned by the Board of Directors of the Company (the “Board”). The Executive shall report to and be supervised by the Company’s Chief Executive Officer. (b) During the Term, the Executive will devote substantially all his attention and time during normal business hours to the business and affairs of the Company and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of his positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, the Executive may engage in the following activities (and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not interfere in any material respect with the performance of the Executive’s duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business which competes with the Business (as defined in Section 7(b) below); and (ii) make investments in businesses or enterprises and manage his personal investments; provided that with respect to such activities Executive shall comply with any business conduct and ethics policy applicable to employees of the Company; and (iii) the activities set forth on Schedule 2 hereto, consistent with past practice. (c) During the Term, the Company agrees to nominate the Executive to serve as a member of the Company’s Board of Directors, and the Executive agrees to serve in such capacity for no additional compensation other than as provided hereunder. Upon the termination of Executive’s employment hereunder for any reason, he agrees to resign as a member of the Board of Directors, and from any other positions he may then hold with the Company or any of its subsidiaries or affiliates, and that he will execute such documents and take such other action, if any, as may be requested by the Company to give effect to any such resignation. (d) The Executive shall be based at the Company’s principal place of business provided that such principal place of business shall be within a thirty (30) mile radius of Norwood, MA and, except for business travel incident to his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly Company agrees the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee Executive shall not undertake any action inconsistent with or harmful be required to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawrelocate. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts to faithfully perform the duties of Secretary of Sbarro pursuant to which he shall assist in the overall management, implementation of strategy and his entire the day-to-day operations and business time to further properly of Parent and its subsidiaries (including the interests Company’s quick service, franchising, quick casual and revenues of Farmmi strip center operations) related to the satisfaction office of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities Secretary in a professional manner and consistent accordance with the overall goals budgets and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmibusiness plans that have been approved by Parent’s Board of Directors; Directors (the “Parent Board”), shall have responsibility for the office of the Secretary of Parent and (iii) all policies, proceduresits subsidiaries, and requirements enacted by Farmmi’s Board of Directorsshall perform such other duties, commensurate with his position, as they may shall be amended from time to time. Employee agrees to adhere to specified and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote appropriate business time (recognizing Executive’s position as a practicing attorney, presently with the law firm of Steinberg, Fineo, ▇▇▇▇▇▇ & Fischoff, P.C.), effort, skills and loyalty to Employeeeffectively perform his duties and further the business of Sbarro. (d) During his employment with Farmmi2.2 Executive shall be subject to the written rules, Employee shall devote his full regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, attentionas applicable to senior executives of Parent or the Company, and best efforts shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees to fully cooperate in good faith and to the operations best of Farmmi and the fulfillment of his duties. Employee agrees thatExecutive’s ability with Sbarro in connection with all pending, during his employment with Farmmipotential or future claims, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmilitigations, Employee shall not arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business activitycommitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.4 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, whether as an employeeany applicable insurance policy, employerand/or in accordance with this Agreement. 2.4 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, consultant, principal, officer, or otherwise he understands that his responsibilities require substantial travel in connection with Sbarro’s national and whether or not done for compensation, gain, or other financial or economic advantageinternational operations.

Duties. 3.1 As Financial Director of the Company, the Employee shall: 3.1.1 undertake such duties and exercise such powers in relation to the Company, its associated companies and their businesses as the board of directors of the Company (athe "Board") During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi shall from time to time without violating assign to or vest in him, provided however, that the terms Board shall procure that such duties and powers shall not conflict with one another. The Employee has a copy of this Agreement his current Job Description. It is specifically agreed that the duties and shall include: (i) devoting responsibilities outlined in the Job Description are not an exhaustive list of the Employee's duties and responsibilities and they may change from time to time at the discretion of the "Board"; 3.1.2 in the discharge of such duties and in the exercise of such powers, observe and comply with all resolutions, regulations and directives from time to time made or given by the Board; and 3.1.3 use his best efforts endeavours to properly conduct, improve, extend, develop, promote, protect and his entire preserve the business time to further properly interest, reputation and goodwill of the interests Company and revenues of Farmmi to its associated companies. 3.2.1 any company or entity which is directly or indirectly controlled by the satisfaction of FarmmiCompany, 3.2.2 any company or entity which directly or indirectly controls the Company, (ii) being subject to Farmmi’s direction and control or 3.2.3 any company or entity which is directly or indirectly controlled by any company which also directly or indirectly controls the Company. 3.3 The Employee shall at all times promptly give to the Board (in writing, if so requested) all such information and explanations as it requires in connection with respect matters relating to his activities on behalf employment or with the business of Farmmithe Company and/or its associated companies. 3.4 It shall be part of the normal duties of the Employee at all times to consider in what manner and by what new methods or devices the products, (iii) complying with all rulesservices, ordersprocesses, regulations, policies, practices equipment or systems of the Company and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireassociated companies might be improved, and (v) fully accounting for all monies and other property promptly to give to the Secretary of Farmmi the Company full details of any invention or improvement which he may from time to time have custody make or discover in the course of his duties, and delivering to further the same interests of the Company and its associated companies' undertakings with regard thereto. Any such invention or improvement shall be the property of the Company and the Employee shall take all steps as may be necessary and reasonably required by the Company, at the sole expense of the Company, to Farmmi whenever procure that the Company obtains complete and however directed exclusive legal title to any such invention or improvement. 3.5 The Employee's normal place of work (excluding the extensive business travelling he is required to undertake) shall be as the Company may from time to time direct. It is specifically recorded that due to the changing nature of the Company's work requirement it may be necessary for the Employee to relocate and the Employee hereby agrees to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. The Executive has been elected to serve as a member of the Board of Directors of the Company (athe “Board”) During and has been appointed by the term other members of the Board to serve as the Chairman of the Board. In addition to his employment under this Agreementcustomary duties as Chairman of the Board, Employee the Executive shall have certain executive duties and responsibilities with respect to the strategic direction of the Company and, as such, will be deemed to be an officer of the Company having the title “Executive Chairman.” The Executive shall faithfully perform his for the Company the duties hereunder at of said office and shall perform such time other duties of an executive, managerial or times administrative nature consistent with the office of Executive Chairman as Farmmi may reasonably request. Employee’s duties may shall be varied by Farmmi specified and designated from time to time by the Board. Such duties may include, without violating limitation, the terms performance of this Agreement services for, and serving on the board of directors of, any subsidiary of the Company without any additional compensation. The Executive shall include: (i) devoting his best efforts and his entire devote substantially all of the Executive’s business time to further properly the interests and revenues of Farmmi effort to the satisfaction performance of Farmmithe Executive’s duties hereunder; provided, (ii) being subject however, that the Company acknowledges and agrees that, so long as such activities do not materially interfere with the Executive’s ability to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities hereunder or violate the Executive’s covenant against competition as described at Section 6.2 hereof, the Executive shall have the right to continue to serve as the President of Elco Landmark Residential Holdings, LLC and Elco Landmark Residential Management, LLC (together, the “ELRH Companies”) during calendar year 2014 and shall be permitted to devote such of his business time and efforts during calendar year 2014 as he shall deem necessary to fulfill his duties and responsibilities with respect thereto; provided, further, that the Executive agrees that he shall resign from his position as President of the ELRH Companies and from any other position(s) he holds with the ELRH Companies with an effective date no later than December 31, 2014, and shall not receive any compensation or benefits from the ELRH Companies for any period of time after the effective date of such resignation. During calendar year 2014, the Executive may reside in and perform his duties out of an ELRH company office located in the State of Florida. In addition, notwithstanding the foregoing, so long as the following activities do not interfere with the Executive’s duties to the Company and provided that the 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 manner organizations and engaging in any activities permitted by Section 6.2(d)(i), may engage in personal investment activities consistent with Company policies on personal securities trading by Company personnel, may serve on the overall goals and objectives boards of Farmmi and applicable federal, statedirectors/advisors or as a consultant to other business organizations that are not engaged in any aspect of the multi-family residential industry, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere engage in such other board or professional assignments which are disclosed to and support Farmmi’s policies and practices as set forth approved by the Board, provided, however, that service in any employee handbook or policy manualsuch capacities for other business organizations shall require the consent of the Board, such consent not to be unreasonably withheld. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee The Company agrees that, during his employment with Farmmithe Term, he will exercise the highest degree Executive shall be nominated by the Nominating and Corporate Governance Committee of loyalty and will conduct the Board for re-election to the Board of Directors at each annual meeting of the Company’s shareholders and, upon election, shall be appointed as the Chairman of the Board, provided that, at the time of each annual meeting, (a) if the Executive is unable to perform his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, hereunder due to a disability or other financial or economic advantageincapacity, 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 due to disability, (b) the Company has not notified the Executive of its intention to terminate the Executive’s employment for cause, and (c) the Executive has not notified the Company of his intention resign from his position of Executive Chairman of the Company.

Duties. (a) During 5.1 You shall report to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO. You shall carry out such duties and functions, exercise such powers and comply with such instructions in connection with the term business of his employment under this Agreement, Employee will perform his duties hereunder at such time or times the Company and any lululemon Group Company as Farmmi may the Board reasonably request. Employee’s duties may be varied by Farmmi determines from time to time without violating time. You accept that the Company may at its discretion require you to perform different or additional tasks not specifically within the scope of your duties for the Company or any lululemon Group Company and you agree to perform those duties or undertake those tasks as if they were specifically provided for under this agreement. 5.2 The Company reserves the right to require you to carry out the duties of equivalent status either in addition to or instead of your duties detailed under clause 5.1 and to make reasonable adjustments to your reporting lines. At any time, the Company may appoint any person or persons to act jointly with you to discharge your duties and functions under this agreement. 5.3 Subject to the terms of this Agreement agreement, you must: (a) devote the whole of your working time, attention and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi skill to the satisfaction affairs of Farmmi, the Company and any lululemon Group Company and use your best endeavours to promote their interests; (iib) being subject to Farmmi’s direction faithfully and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices diligently exercise such powers and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports perform such duties as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time be assigned to you by the Board; (c) obey all lawful and reasonable directions of the Board; (d) comply with all the Company's and lululemon athletica UK Ltd.’s rules, regulations, policies and procedures from time to time in force including, but not limited to, their data protection policies, email and internet policies, diversity, equity and inclusion policies, and anti-bribery and fraud prevention policies; (e) promptly give to the Board (in writing if requested) all information, explanations and assistance that the Board may require in connection with the business or affairs of the Company and any lululemon Group Company or your employment; (f) act as a director of lululemon athletica UK Ltd.and carry out duties on behalf of any other lululemon Group Company including, if required by the Board, acting as an officer of any such lululemon Group Company; (g) comply with your statutory duties as a director under the Companies Act 2006 (including the duty under section 172 to promote the success of lululemon athletica UK Ltd. for the benefit of its members as a whole) and any other fiduciary or common law duties owed to lululemon athletica UK Ltd., the Company and/or any lululemon Group Company of which you are a director; (h) comply with the articles of association of lululemon athletica UK Ltd. and any lululemon Group Company of which you are a director; (i) do such things as are reasonable and necessary to ensure you and the Company and any lululemon Group Company comply with the Companies Act 2006; (j) not engage in the facilitation of tax evasion and report immediately to the Board if you have custody any concerns or suspicions of tax evasion; (k) not engage in or facilitate any form of fraud and delivering report immediately to the same Board if you have any concerns or suspicions of fraud; (l) not without the prior written consent of the Board: (i) incur any capital expenditure in excess of such sums as may be authorised from time to Farmmi whenever time; and (ii) enter into or terminate on behalf of the Company or any lululemon Group Company any commitment, contract or arrangement otherwise than in the normal course of business or outside the scope of your normal duties or of an unusual, onerous or long-term nature; and (m) report immediately to the Board your own wrongdoing and however directed any actual or suspected wrongdoing on the part of other staff of the Company or any lululemon Group Company of which you become aware, including in particular (without limitation) conduct which, were it by you, would fall within the above provisions of this clause 5.3. 5.4 You acknowledge and agree that you are at all times during your employment (including during any period of suspension or while on garden leave in accordance with clause 26.1) subject to do so.duties of goodwill, trust, confidence, exclusive service, faith and fidelity to the Company. These duties include, without limitation, the obligation throughout the duration of this agreement: (a) not to compete with the Company or any lululemon Group Company; (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent make preparations (during such hours as you should be providing services under this agreement) to compete with the overall goals and objectives of Farmmi and applicable federal, state, and local law.Company or any lululemon Group Company after this agreement has terminated; (c) In performing his duties, Employee shall be familiar not to solicit in competition with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions Company or any lululemon Group Company any customer or customers of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in the Company or any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee.lululemon Group Company; (d) During his not to entertain invitations to provide services either in a personal capacity or on behalf of any third party from actual or prospective customers of the Company or any lululemon Group Company where such invitations relate to services which could be provided by the Company or any lululemon Group Company; (e) not to offer employment elsewhere to employees of the Company or any lululemon Group Company; (f) not to copy or memorise Confidential Information or trade secrets of the Company or any lululemon Group Company with Farmmia view to using or disclosing such information for a purpose other than for the benefit of the Company or any lululemon Group Company; and (g) not to encourage, Employee shall devote his full timeprocure or assist any third party to do anything which, attentionif done by you, and best efforts to would be a breach of the operations above provisions of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagethis clause 5.4.

Duties. (a) During the term of 3.1 The Executive shall during his employment under this Agreement, Employee will : 3.1.1 perform his the duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating and exercise the terms powers which the President of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he International Operations may from time to time have custody properly assign to him in his capacity as U.K. Managing Director of Claims Management Services & Risk Management Services or in connection with the conduct and delivering management of the same business of the Company or the business of any Group Company (including serving on the board of such Group Company or on any other executive body or any committee of such a company); and 3.1.2 do all in his power to Farmmi whenever promote, develop and however directed protect the business of the Company and any Group Company and at all times and in all respects conform to do soand comply with the proper and reasonable directions and regulations of the President of International Operations. (b) In performing his duties, Employee 3.2 The Executive shall not undertake any action inconsistent with or harmful give to the best interests President Of International Operations, the Board and Parent such information regarding the affairs of Farmmi. Employee the Company as it shall perform require, and in any event, report regularly and keep the President of International Operations, the Board and Parent informed. 3.3 The Executive shall carry out his duties and responsibilities in a professional manner exercise his powers jointly with any other executive(s) appointed by the President of International Operations, the Board and/or Parent to act jointly with him and consistent with the overall goals and objectives President of Farmmi and applicable federalInternational Operations, state, and local lawthe Board and/or Parent may at any time require the Executive to cease performing or exercising the said or any duties or powers. (c) In performing his duties3.4 The Executive shall work in any place within the United Kingdom which the President of International Operations, Employee shall be familiar with the Board and/or Parent may require and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they he may be amended from time required to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time travel abroad when required by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and Company/Group for the fulfillment proper performance of his duties. Employee agrees that. 3.5 If the Company requires the Executive to work permanently at a place which necessitates a move from his present home address, during his employment with Farmmi, he the Company will exercise reimburse the highest degree Executive for all eligible removal expenses as set out in Part IV of loyalty Schedule 11A to the Income and will conduct his duties Corporation Taxes Act 1988 directly and reasonably incurred as a result of the Company’s requirement up to the maximum permitted and in line with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagerules outlined within the Company’s relocation policy at the time.

Duties. Executive shall render exclusive, full-time services to the Company. Executive shall report to the Chief Medical Officer (a“CMO”) During the term of his employment in Executive’s role. Executive shall perform services under this AgreementAgreement primarily from a remote location, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi and from time to time without violating at such other locations as may be necessary or as otherwise reasonably requested by the terms Company. Executive will render such business and professional services in the performance of this Agreement and Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned by the CMO or the Chief Executive Officer (“CEO”). Executive shall include: (i) devoting his devote Executive’s best efforts and his entire 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 CMO or CEO, which approval may be rescinded at any time to further properly in the interests and revenues CMO or CEO’s discretion, provided that in the event of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to his activities on behalf which such consent has been rescinded. The Company hereby consents to Executive’s continuing appointment at Children’s Hospital Los Angeles and the ▇▇▇▇ School of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions Medicine of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requirethe University of Southern California, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same his attending in clinic approximately one to Farmmi whenever and however directed to do so. (b) In performing his dutiestwo days per month, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives understanding that with sufficient notice such clinic days can be moved as needed in order to meet critical needs of Farmmi and applicable federalthe Company. The Company also consents to Executive’s continuing service as President of the Human Growth Foundation (”HGF”); provided, statehowever, and local law. (c) on a quarterly basis Company will review Executive’s then current role with the HGF. Upon such review, Company may rescind its approval of Executive’s role and/or responsibilities with the HGF. In performing his dutiesthe event of such rescission, Employee Executive shall be familiar permitted reasonable time for orderly withdrawal from his then current role with and shall comply with: (i) all applicable federalthe HGF. By signing this Agreement, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time Executive represents that Executive is not subject to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth any other contract or duty that would interfere in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his way with Executive’s employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations Company or performance of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagehereunder.

Duties. (a) During Executive shall be responsible for the term operations and other general management of the affairs of the Company and perform the responsibilities that are customary for a President and Chief Executive Officer of a financial services and real estate holding company that primarily focuses on the acquisition of equity interests in financial services and specialty finance businesses and interests in real estate, real estate-related securities, and other credit securities, including, without limitation, in his employment under this Agreementcapacity as President and Chief Executive Officer of Tiptree Inc., Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employeethe managing member of Operating Subsidiary, evaluating Operating Subsidiary’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement strategic opportunities; conducting and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times overseeing due diligence with respect to his activities on behalf potential acquisition or merger candidates; overseeing the management of FarmmiOperating Subsidiary’s portfolio of real estate interests, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requirereal-estate related securities, and (v) fully accounting for all monies other credit securities; and other property of Farmmi of which he may from time to time have custody overseeing Operating Subsidiary’s operational and delivering the same to Farmmi whenever and however directed to do soadministrative activities. (b) In performing his duties, Employee Executive shall not undertake any action inconsistent with or harmful act as the principal executive officer for purposes of executing all reports and financial statement certifications required to be filed by Tiptree Inc. pursuant to the best interests Securities Exchange Act of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with 1934, as amended (the overall goals and objectives of Farmmi and applicable federal, state, and local law“Exchange Act”). (c) In performing Executive shall have such other duties and responsibilities consistent with his duties, Employee shall position as may be familiar with and shall comply with: assigned or delegated to him by (i) all applicable federalthe Executive Chairman or such other similar position as Tiptree Inc. or Operating Subsidiary may, statein its sole discretion, and local laws and regulations; identify (the “Designated Tiptree Executive”) and/or (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During Executive shall (i) devote substantially all of his employment with Farmmi, Employee shall devote his full business time, attention, skill, and energy to the business of the Company and to the performance of his duties hereunder; (ii) use his best efforts to promote the operations success of Farmmi the Company’s business; (iii) be employed full-time with Employer exclusively; and (iv) cooperate with the reasonable and lawful directives of the Board of Directors and the fulfillment Designated Tiptree Executive in the advancement of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree best interests of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee Company. (e) Executive shall not directly or indirectly engage in any other business activityactivity that conflicts with his duties hereunder, whether provided, however, that Executive may engage in the activities listed on Exhibit A hereto, which Employer has approved as an employeeactivities which do not materially interfere with or materially conflict with the performance of Executive’s duties hereunder. If at any time during Executive’s employment, employerhe wishes to undertake any additional similar activities (including, consultantwithout limitation, principalnot-for-profit activities such as serving on corporate, officercivic, or otherwise charitable boards or committees), Executive must receive prior written approval from the Designated Tiptree Executive, and whether such activities must be added to Exhibit A. Executive understands and agrees, however, that at any time during his employment hereunder, Employer may, in its discretion, require that Executive remove himself from any activity listed on Exhibit A if Employer deems that Executive’s participation in such activity interferes in any way with his ability to perform his duties for the Company. (f) Executive shall not cause the Company to enter into any contract binding the Company to any monetary obligation in excess of $10,000 or not done for compensationsignificant non-monetary obligation without the express written approval of the Designated Tiptree Executive (which approval may be by e-mail). (g) Executive represents and warrants that the execution and delivery by Executive of this Agreement do not, gainand the performance by Executive of Executive’s obligations hereunder will not: (A) violate any judgment, writ, injunction, or other financial order of any court, arbitrator, or economic advantagegovernmental agency applicable to Executive; or (B) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a party or by which Executive is or may be bound.

Duties. Employee shall, serve as, and have all power and authority inherent in the offices of President, vFinance Investments, Inc., Retail Brokerage Division reporting to the CEO and Chairman of vFinance Investments, Inc. (a"Management"). The Employee shall be responsible for those areas in the conduct of the business reasonably assigned to 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 full time basis his business time and efforts to the business of the Company; provided, 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 director of other companies (including JSM Capital Holding, Corp.) During that have no conflicts of interest with the term Company, in the event of a conflict, Employee's first and primary responsibility shall be to the full time performance of his employment under this Agreementduties for the Company. The Company understands that Employee has also executed an Independent Contractor Agreement with the Company, and the Company understands and agrees that Employee will also be 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 hereunder. Employee agrees that in the performance of his duties hereunder, the employee in the routine conduct of his duties will be performed at such time either the JSM Capital Holding, Corp. ("JSM") offices in New York, New York or times as Farmmi may reasonably requestthe Company's office located in Boca Raton, Florida. Employee’s duties may The Employee shall be varied by Farmmi reimbursed for reasonable travel, lodging, and meal expenses for work and travel to Boca Raton, Florida. The Company recognizes that from time to time without violating the terms employee in his reasonable judgment may perform services required of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues him hereunder, off-site by means of Farmmi to the satisfaction of Farmmitelephone, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmifacsimile, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, electronic mail or other financial or economic advantageappropriate means.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts to faithfully perform the duties of President and his entire business time Chief Executive Officer of Sbarro pursuant to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time shall have custody responsibility for the overall management, implementation of strategy and delivering the same to Farmmi whenever day-to-day operations and however directed to do so. business of Parent and its subsidiaries (bincluding the Company’s quick service, franchising, quick casual and strip center operations) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent accordance with the overall goals budgets and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmibusiness plans that have been approved by Parent’s Board of Directors; Directors (the “Parent Board”) and (iii) all policiesshall perform such other duties, procedures, and requirements enacted by Farmmi’s Board of Directorscommensurate with his position, as they may shall be amended from time to time. Employee agrees to adhere to specified and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. the Parent Board or the Board of Directors of the Company (d) During his employment the “Company Board” and, together with Farmmithe Parent Board, Employee shall the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, attentioneffort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly and solely to the Boards, and best efforts shall promptly disclose to the operations Boards, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Farmmi Executive’s services and the fulfillment business opportunities that come to Executive’s attention. 2.2 Executive, while employed by Sbarro as President and Chief Executive Officer, shall serve on the Boards, initially as Chairman of each Board, and as a member of any executive or similar committee thereof; and Executive’s services as such (or in any other capacity with Sbarro or their subsidiaries) shall be for no additional consideration. Upon his dutiestermination as an employee of Sbarro, Executive shall be deemed to have simultaneously tendered his resignation as a member of the Boards (if serving thereon at the time), unless he has resigned such directorships prior thereto. 2.3 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. Employee In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.4 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees thatto fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, during his employment with Farmmipotential or future claims, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmilitigations, Employee shall not arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business activitycommitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.4 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, whether as an employeeany applicable insurance policy, employerand/or in accordance with this Agreement. 2.5 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, consultant, principal, officer, or otherwise he understands that his responsibilities require substantial travel in connection with Sbarro’s national and whether or international operations and Sbarro understands that Executive will not done for compensation, gain, or other financial or economic advantagebe required hereby to reside in the greater New York City metropolitan area and that Executive presently resides in Florida.

Duties. Beginning on March 16, 2009, and at all times thereafter during his employment, Executive shall serve as the Company’s Chief Executive Officer and President and as a member of the Board. As the Company’s Chief Executive Officer and President, Executive shall direct and manage the affairs of the Company with such duties, functions and responsibilities (aincluding the right to hire and dismiss employees (subject to approval of the Board in the case of corporate officers)) During as are customarily associated with and incident to the term positions of his employment under this AgreementChief Executive Officer and President and as the Company may, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating time, require of him, subject to the terms direction of this Agreement and the Company’s Board. Executive shall includebe the only officer of the Company with the right to report directly to the Board; provided, however, that other officers of the Company may report directly to the Board: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi if such officer is elected to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent Board with the overall goals and objectives prior consent of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulationsExecutive; (ii) such officer reports directly to the policies and decisions Board with the consent of Farmmi’s Board of Directorsthe Executive; and or (iii) all policiessuch officer reports to the Board as may be required by law. These duties, proceduresfunctions and responsibilities include, but are not limited to, directing the Company’s day-to-day affairs, as well as defining the roles and responsibilities of the Company’s officers and employees. 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 requirements enacted by Farmmiat 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 Directorsthe 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 Company’s other policies. A list of boards of directors upon which Executive currently is a member is attached hereto as they Exhibit A, and, upon appointment of Executive as Chief Executive Officer and President, the Board also will consent to Executive’s service on those boards of directors. 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 amended required, from time to time, to travel on behalf of the Company. Employee agrees to adhere to Executive will follow and support Farmmi’s comply with the policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges procedures of the Company, including without limitation, policies relating to business ethics, code of conduct, conflict of interest, non-discrimination, confidentiality and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attentionprotection of trade secrets, and best efforts to the operations ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Executive hereby represents and confirms that neither (i) Executive’s entering into this Agreement nor (ii) Executive’s performance of Farmmi Executive’s duties and the fulfillment of his duties. Employee agrees that, during his employment obligations hereunder will violate or conflict with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activityagreement (oral or written) to which Executive is a party or by which Executive is bound. Without commenting on whether a breach of any other section of this Agreement is material, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagethe parties agree that a breach of this Section 2 shall be a material breach of this Agreement.

Duties. (a) During the term of his employment under this AgreementExecutive shall perform services in a managerial capacity in a manner consistent with Executive’s position as Vice President, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement General Counsel and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi Secretary, subject to the satisfaction general supervision of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soExecutive Committee. (b) In performing his duties, Employee Executive shall not undertake any action inconsistent with or harmful to have the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with Executive’s position as a Vice President, General Counsel and Secretary of a public company (provided that Executive shall not have grounds for Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or delegated to Executive by (i) the overall goals and objectives Executive Committee or (ii) the Board of Farmmi and applicable federal, state, and local lawDirectors. (c) In performing his duties, Employee Executive shall be familiar with and shall comply with: (i) devote substantially all applicable federalof Executive’s business time, stateattention, skill, and local laws energy to the business of the Company and regulationsto the performance of Executive’s duties hereunder; (ii) use Executive’s best efforts, business judgment, skills and knowledge to promote the policies success of the Company’s business; (iii) be employed full-time with Employer exclusively; (iv) cooperate with the reasonable and decisions lawful directives of Farmmithe Board of Directors and the Executive Committee in the advancement of the best interests of the Company; (v) comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position(s), including but not limited to Tiptree’s Code of Business Conduct and Ethics, Code of Ethical Conduct and Securities Trading Policy (and any similar policy maintained by the Company), each as in effect from time to time; and (vi) not engage in any other activity that conflicts with Executive’s duties hereunder. (d) Notwithstanding Section 3.3(c) or anything herein to the contrary, Executive may (i) serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (ii) participate in charitable, civic, educational, professional, community or industry affairs; and (iii) all policiesmanage Executive’s passive personal investments so long as such activities individually or in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the foregoing, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges Executive understands and agrees that Farmmi may amend or update at any time during Executive’s employment hereunder, Employer may, in its employee handbooks or policy manuals from time reasonable discretion, require that Executive cease engaging in any activity if Employer deems that Executive’s participation in such activity interferes in any way with Executive’s ability to time by written notice to Employeeperform Executive’s duties for the Company. (de) During his employment with Farmmi, Employee shall devote his full time, attentionExecutive represents and warrants that the execution and delivery by Executive of this Agreement do not, and best efforts to the operations performance by Executive of Farmmi and the fulfillment of his duties. Employee agrees thatExecutive’s obligations hereunder will not: (i) violate any judgment, during his employment with Farmmiwrit, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerinjunction, or otherwise and whether or not done for compensationorder of any court, gainarbitrator, or other financial governmental agency applicable to Executive; or economic advantage(ii) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a party or by which Executive is or may be bound.

Duties. (a) During 4.1 The Executive shall during her employment hereunder: 4.1.1 faithfully and diligently undertake and perform such duties and exercise such powers authorities and discretions in relation to her position as Chief Financial Officer of the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times Company and the Company’s business as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he Chief Executive Officer may from time to time have custody at their sole discretion assign or delegate to or vest in her on such terms and delivering subject to such conditions and restrictions as the same Chief Executive Officer may from time to Farmmi whenever time at his sole discretion determine or impose; and 4.1.2 (unless prevented by ill health or permanent disability and however directed except during holidays permitted by this Agreement) devote the whole of her time, attention, abilities, expertise, skills and ingenuity to do so. (b) In performing his carrying out her duties hereunder during Normal Working Hours and at such other times as may be required by the needs of the Company or the nature of the Executive's duties, Employee . The Executive shall not undertake be entitled to receive any action additional remuneration for work outside Normal Working Hours; and 4.1.3 carry out her duties in a proper and efficient manner and use her best endeavours to maintain, protect, promote and extend the business, interests, reputation and welfare of the Company and any Associated Company; and 4.1.4 comply with all lawful resolutions, regulations and directions from time to time given to her by the Chief Executive Officer and with all rules and regulations from time to time laid down by the Company concerning its executives which are not inconsistent with or harmful this Agreement; and 4.1.5 report to the best interests Chief Executive Officer and at all times keep the Chief Executive Officer promptly and fully informed (in writing if so requested) of Farmmi. Employee shall perform his her conduct of the business and affairs of the Company and provide such explanations as the Chief Executive Officer may require in connection therewith; and 4.1.6 carry out her duties and responsibilities in a professional manner and consistent exercise her powers jointly with any other person or persons appointed by the Chief Executive Officer to act jointly with her; and 4.1.7 comply with the overall goals and performance objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directorsagreed, as they may be amended adjusted from time to time. Employee agrees , between the Executive and the Chief Executive Officer. 4.2 For the avoidance of doubt, the Executive shall perform her duties for and on behalf of the Company although the Chief Executive Officer shall be entitled, acting reasonably, at any time to adhere require the Executive to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals perform other services, from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts or vary the Executive’s duties without any entitlement to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageadditional remuneration.

Duties. (a) During the term of his her employment under this Agreement, Employee will perform his her duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best h▇▇▇▇▇▇ efforts and his her entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his her activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his her duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his her duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his her duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his her employment with Farmmi, Employee shall devote his her full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his her duties. Employee agrees that, during his her employment with Farmmi, he she will exercise the highest degree of loyalty and will conduct his her duties with the highest degree of care. During his her employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. Executive will hold the office of Chief Financial Officer (a) “CFO”). Executive will have such duties and responsibilities as 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 responsibilities to the subsidiaries of the Company as may be assigned, from time to time, by and subject to the direction and supervision of the Company’s Chief Executive Officer. During the term Term, and excluding any periods of his 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 deemed outside activities so long as such activities do not significantly interfere with Executive’s performance of duties under this Agreement, Employee ). Executive will perform his duties hereunder at such time or times as Farmmi may reasonably request. EmployeeExecutive’s duties may be varied by Farmmi from time under this Agreement with fidelity and loyalty to time without violating the 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 and Agreement, Executive shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times also comply with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, proceduresrules and regulations of the 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 requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee Executive agrees to adhere cooperate with the Company’s procurement of such policy, provided that any information provided to and support Farmmi’s policies and practices as set forth in any employee handbook an insurance company or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee broker shall devote his full time, attention, and best efforts not be provided to the operations Company without the prior written authorization of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageExecutive.

Duties. (a) During the term Term of his Employee’s employment under this Agreementby Employer: a. Employee shall have the position of Title reporting to Carlyle’s Chief Executive Officer(s) or equivalent and will have authority consistent with such position. b. Employee shall concentrate Employee’s activities during the Term on (i) bringing Carlyle’s financial processes and reporting in line with public company standards and maintaining to such standards thereafter, Employee will perform his duties hereunder at (ii) cultivating and maintaining good working relationships with external stakeholders, (iii) leading public company-related investor relations efforts, (iv) acting as key advisor and partner to senior leaders of the firm, (v) leading and developing strategy for Carlyle projects with a key financial component, (vi) recruiting and leading Carlyle’s accounting and finance professionals, and (vii) such time or times other responsibilities, consistent with Employee’s position, as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi assigned to Employee from time to time without violating by Employer. c. Employee shall devote Employee’s energies, attention, reasonable best efforts and full and exclusive business time to the terms business and affairs of Employer, provided, however, that nothing in this Agreement and shall include: preclude Employee from engaging in (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmipersonal investment activities, (ii) being subject activities consented to Farmmi’s direction and control at all times with respect by Employer pursuant to his activities on behalf of FarmmiSection 2f below, (iii) complying with all rulesserving as a member of the board of directors of the companies named on Exhibit A hereto, ordersif any, regulations, policies, practices and decisions of Farmmi, or (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requirecharitable, professional, and (v) fully accounting for community activities, in each case so long as such activities do not materially conflict or interfere with the proper performance of Employee’s duties hereunder. d. Employee acknowledges and agrees that during the Term Employee owes a fiduciary duty of loyalty, fidelity, and allegiance to act at all monies times in the best interests of Carlyle and other property of Farmmi of which he may from time to time have custody Employer and delivering the same to Farmmi whenever and however directed to do so. (b) no act that would knowingly injure the business, interests or reputation of Employer or Carlyle. In performing his keeping with these duties, Employee shall not undertake any action inconsistent with or harmful make full disclosure during the Term to Employer of all significant business opportunities that pertain to Carlyle’s business, and, during the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his dutiesTerm, Employee shall be familiar not appropriate for Employee’s own benefit business opportunities concerning the subject matter of the fiduciary relationship. e. Employee shall at all times comply with and shall comply with: (i) all applicable federallaws, staterules and regulations that are related to Employee’s responsibilities assumed hereunder, and local laws and regulations; (ii) the all written corporate and business policies and decisions procedures of FarmmiCarlyle and Employer that are applicable to Employee in the Office Location, including without limitation the New York Attorney General’s Board Code of Directors; and Conduct (iii) all policies, procedures, and requirements enacted by Farmmi’s Board the “Code of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to EmployeeConduct”). (d) During his employment with Farmmi, f. Employee shall devote his full timenot, attentionwithout the prior written approval of Employer, receive compensation or any direct or indirect financial benefit for services rendered during the Term to any Person other than the Employer. As used herein, the term “Person” shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and best efforts to the operations of Farmmi other entities and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty governments and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise agencies and whether or not done for compensation, gain, or other financial or economic advantagepolitical subdivisions.

Duties. (a) During a. While the term of his employment under Executive is employed pursuant to this Agreement, Employee will he shall perform his such duties hereunder at and discharge such time or times responsibilities as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi the Chief Executive Officer of the Corporation and the Board of Directors of the Corporation (the “Board of Directors”) shall from time to time without violating direct, which duties and responsibilities shall be commensurate with the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to FarmmiExecutive’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmiposition. Employee The Executive shall perform his duties and discharge his responsibilities from the Corporation’s principal office in Chantilly, Virginia, other than normal and customary business travel, which is also a professional manner duty and consistent requirement of the Executive’s employment with the overall goals Corporation. From time to time and objectives upon approval of Farmmi and applicable federalthe Chief Executive Officer, state, and local law. (c) In performing the Executive may perform his duties, Employee shall be familiar with and duties on a remote basis. The Executive shall comply with: (i) fully with all applicable federallaws, state, rules and local laws and regulations; (ii) regulations as well as with the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support FarmmiCorporation’s policies and practices as set forth in any employee handbook or policy manualprocedures. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee The Executive shall devote his full time, attention, and best efforts entire working time to the operations business of Farmmi the Corporation and the fulfillment shall use his best efforts, skills and abilities in his diligent and faithful performance of his dutiesduties and responsibilities hereunder. Employee agrees that, during his employment with FarmmiWhile the Executive is employed pursuant to this Agreement, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activities or hold any office or position, regardless of whether any such activity, whether as an employee, employer, consultant, principal, officer, office or otherwise and whether or not done position is pursued for compensation, gain, profit or other financial pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. b. The Chief Executive Officer and the Board of Directors reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other employees of the Corporation duties and responsibilities normally discharged by the Executive. All such assignments and delegations of duties and responsibilities shall be made in good faith and shall not materially affect the general character of the work to be performed by the Executive. The Executive shall hold such officerships and directorships in the Corporation and any subsidiary to which, from time to time, the Executive may be appointed or economic advantageelected with no additional compensation payable to the Executive.

Duties. (a) Executive shall perform such duties and functions as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors. Executive shall serve as a director of the Company without further compensation. At the request of the Board of Directors, Executive shall serve as an executive officer and director of any subsidiary of the Company and, in the performance of such duties, Executive shall comply with the policies of the Board of Directors of each such subsidiary. (b) During the term of his employment under this Agreement, Employee will Executive shall devote substantially all of his time and attention, reasonable vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive's performance of his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawviolate Section 9 hereof. (c) In performing his duties, Employee Nothing in this Section 6 or elsewhere in this Agreement shall be familiar with and construed to prevent Executive from investing or trading in nonconflicting investments as he sees fit for his own account, including real estate, stocks, bonds, securities, commodities or other forms of investments. (d) The principal location at which the Executive shall comply with: (i) all applicable federalperform his duties hereunder shall be at the Company's offices in Eufaula, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, Alabama or at such other location as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. (d) During the Board of Directors of the Company; provided that if the principal location of Executive's duties is transferred from Eufaula, Alabama, the new principal location of Executive's duties shall not be transferred beyond a ▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ without Executive's consent. Notwithstanding the foregoing, Executive shall perform such services at such other locations as may be required for the proper performance of his employment with Farmmi, Employee shall devote his full time, attentionduties hereunder, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive recognizes that such duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagemay involve significant travel.

Duties. (a) During Subject to the term terms of his employment under this Agreement, Employee will during the Employment Term, Executive shall serve as CFO of the Company. Executive shall perform his such duties hereunder at that are customarily associated with the position of CFO, as well as such time or times duties and services described herein and as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi reasonably be requested from time to time without violating by the terms Chief Executive Officer the (“CEO") and/or the Board of this Agreement Directors of the Company (the “Board”). Executive shall report to the CEO and shall include: (i) devoting his best efforts and his entire business time perform such other duties as may be assigned to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may Executive from time to time have custody and delivering by the same to Farmmi whenever and however directed to do soCEO and/or the Board. (b) In performing During the Employment Term, Executive agrees to faithfully serve the Company, devote his dutiesfull working time, Employee shall not undertake any action inconsistent with or harmful attention and energies to the business of the Company, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best interests of Farmmihis abilities. Employee shall Executive agrees not to engage in any other business or employment without the prior written consent of the CEO, except as otherwise specifically provided herein. Executive may perform his uncompensated services in connection with either the management of personal investments or with nonprofit charitable or civic organizations, provided that such activities do not interfere with Executive’s duties and responsibilities in a professional manner and consistent with pursuant to this Agreement. With the overall goals and objectives prior written approval of Farmmi and applicable federalthe CEO, statesuch approval not to be unreasonably withheld, and local lawdelayed or conditioned, Executive may serve on other corporate boards of directors. (c) In performing his duties, Employee Executive shall be familiar with subject to and shall comply with: required to follow (i) all applicable federal, state, and local laws and regulations; (ii) the documented Company policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, including those set forth in the Company’s Employee Handbook and requirements enacted by Farmmi’s Board Code of DirectorsBusiness Conduct and Ethics (each, as they may be amended amended, replaced, or supplemented from time to time. Employee agrees ) or as otherwise communicated to adhere to employees; and support Farmmi’s policies (ii) all applicable laws and practices regulations as set forth are in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals force from time to time by written notice to Employeetime. (d) During Executive represents and warrants that (1) Executive is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit his ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements, and (2) Executive’s employment with Farmmi, Employee shall devote his full time, attention, and best efforts the Company does not violate the terms of any agreement to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, which he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageis a party.

Duties. (a) During 2.1 The Employee is employed as the term Executive Vice President and Chief Financial Officer of his employment under this AgreementFLAG and the Bank and Secretary to the Board of Directors of FLAG and the Bank, subject to the direction of the Chief Executive Officer and the Board of Directors of FLAG and the Bank, respectively, or their designee(s). As Secretary to the Board of Directors of FLAG and the Bank, the Employee will perform his duties hereunder at be notified of all meetings of the Board of Directors of FLAG and the Bank and the Employee will have the right to attend all such time or times as Farmmi may reasonably requestmeetings. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. The Employee shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. the Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice the Chief Executive Officer of the Employer in connection with the conduct of the Business of the Employer; provided, however, that, in making its assignments, the Chief Executive Officer of the Employer shall assign only such authority, duties and responsibilities assigned to the Employee from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying a the positions held by the Employee pursuant to the terms of this Agreement, including, but not limited to, those set forth on Exhibit A attached hereto. 2.2 In addition to the duties and responsibilities specifically assigned to the Employee pursuant to Section 2.1 hereof, the Employee shall: (a) devote substantially all of the Employee's time, energy and skill during regular business hours to the performance of the duties of the Employee's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all management policies and decisions communicated to the Employee by the Chief Executive Officer of the Employer which are consistent with this Agreement; and (c) timely prepare and forward to the Chief Executive Officer of the Employer all reports and accounting as may be requested of the Employee. (d) During his employment with Farmmi, 2.3 The Employee shall devote his full the Employee's entire business time, attention, attention and best efforts energies to the operations Business of Farmmi the Employer and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly during the term of this Agreement be engaged (whether or indirectly engage not during normal business hours) in any other business or professional activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done such activity is pursued for compensation, gain, profit or other financial pecuniary advantage; but this shall not be construed as preventing the Employee from (a) investing the Employee's personal assets in businesses which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Employee in their operation or economic advantageaffairs and in which the Employee's participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Employee's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; and (c) participating in civic and professional affairs and organizations and conferences, preparing or publishing papers or books or teaching so long as the Board of Directors of FLAG approves of such activities prior to the Employee's engaging in them.

Duties. (a) During 2.1 The Executive shall be employed as Executive Vice President - Chief Credit Officer of the term of his employment under this AgreementBank, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Bank; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Bank and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive’s duties under this Agreement and are not in competition with the Business of the Bank or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. (a) During 2.1 Executive shall, during the term of his employment under this AgreementTerm, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting use his best efforts to faithfully perform the duties of President of Business Development and his entire business time Corporate Vice President of Sbarro pursuant to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody shall assist in the overall management, implementation of strategy and delivering the same to Farmmi whenever day-to-day operations and however directed to do so. business of Parent and its subsidiaries (bincluding the Company’s quick service, franchising, quick casual and strip center operations) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent accordance with the overall goals budgets and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmibusiness plans that have been approved by Parent’s Board of Directors; Directors (the “Parent Board”), shall have responsibility for the business development of Parent and (iii) all policies, proceduresits subsidiaries, and requirements enacted by Farmmi’s Board of Directorsshall perform such other duties, commensurate with his position, as they may shall be amended from time to time. Employee agrees to adhere to specified and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals designated from time to time by written notice to Employee. the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (d) During his employment the “Company Board” and, together with Farmmithe Parent Board, Employee shall the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, attentioneffort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and best efforts shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 2.2 Executive shall be subject to the operations written rules, regulations and policies of Farmmi Parent and the fulfillment Company involving the general conduct of his dutiesbusiness of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. Employee In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agrees thatto fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, during his employment with Farmmipotential or future claims, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmilitigations, Employee shall not arbitrations, proceedings, investigations or actions involving or relating to Sbarro or their subsidiaries which directly or indirectly engage relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness. After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for his assistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request for such cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal and business activitycommitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro. Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liability company or corporate documents, whether as an employeeany applicable insurance policy, employerand/or in accordance with this Agreement. 2.4 Although Executive will perform his duties at the Company’s principal headquarters in the greater New York City metropolitan area, consultant, principal, officer, or otherwise he understands that his responsibilities require substantial travel in connection with Sbarro’s national and whether or not done for compensation, gain, or other financial or economic advantageinternational operations.

Duties. (a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi▇▇▇▇▇▇’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he she may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi▇▇▇▇▇▇’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi▇▇▇▇▇▇’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he she will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During The Employee shall perform such reasonable duties and functions as the ENB Board may lawfully assign to him and as are typically performed by executives in such senior executive position, and the Employee shall comply in the performance of his duties with the policies of ENB Insurance and ▇▇▇▇▇ Bancorp, Inc., a Delaware corporation and the parent corporation of ENB Insurance (“Parent”) and the board of directors of each of ENB Insurance and Parent, and be subject to the direction of the ENB Board and the board of directors of Parent (the “Parent Board”). (b) Employee shall be primarily responsible for the direct management of ENB Insurance’s resources toward the achievement of strategic and financial objectives in a manner which is consistent with the ENB Board’s and Parent Board’s philosophies and policies, and with the various regulatory requirements applicable to ENB Insurance’s business. The Employee’s primary duties will consist of account servicing, marketing, recruiting and training as requested by ENB Insurance and also the solicitation, negotiation, placement and procurement of insurance business for which ENB Insurance is licensed and authorized to sell. (c) The Employee agrees that during the Term, he will comply with all regulations and guidelines of ENB Insurance, will do nothing to jeopardize or impair ENB Insurance’s insurance licenses, and will comply with all rules and regulations of the New York State Insurance Department and the statutes of the State of New York or any other state which regulates the business(s) of ENB Insurance. (d) The Employee shall maintain any and all licenses and permits required to be owned or possessed by him under applicable law (including NASD License) in order to perform the duties required by him hereunder. The Employee shall keep and maintain all of such licenses and permits in full force and effect during the term of his employment under this Agreement. (e) The Employee shall, except as otherwise provided herein, be subject to ENB Insurance’s and the Parent’s rules, practices and policies applicable to their Executive Employees, respectively. (f) In addition to the foregoing, the Employee will perform his shall have such other duties hereunder at such time or times and responsibilities as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi reasonably assigned to him from time to time without violating by the terms of this Agreement ENB Board. Employee agrees to perform such other services and shall include: (i) devoting his best efforts and his entire business time to further properly duties consistent with the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of office or offices in which he is serving and its responsibilities as may from time to time have custody and delivering be prescribed by the same to Farmmi whenever and however directed to do soENB Board. (bg) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, The Employee shall devote all of his full time, business time and attention, reasonable vacation time and best efforts absences for sickness excepted, to the operations business and affairs of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageENB Insurance.

Duties. The duties of Employee shall be as determined by the Employer's Board of Trustees (a) During "Board"), and Employee shall adhere to the term policies and procedures of his employment the Employer. The President shall have charge of the administration of the Employer under this Agreementthe direction of the Board. Employee shall be deemed to be the Chief Executive Officer for the College. In addition to Employee's other duties set forth herein, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably requestshall recommend the selection of, and direct and assign faculty and other employees of the Employer under Employee's supervision. Employee’s duties may be varied by Farmmi from time to time without violating Further, Employee shall organize and direct the terms of this Agreement administrative and supervisory staff; Employee shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi make recommendations to the satisfaction Board concerning the budget, building plans, and location of Farmmi, (ii) being subject to Farmmi’s direction educational and control at ancillary support sites; Employee shall direct the keeping of all times with respect to his activities on behalf records and accounts and aid in the preparation of Farmmi, (iii) complying with all reports as required by the Board; Employee shall recommend rules, orders, regulations, policiespolicies and procedures deemed necessary for the welfare of the Employer; and, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his dutiesin general, Employee shall not undertake any action inconsistent with or harmful perform all other duties incident to the best interests office of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with President of the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, College as they may be amended prescribed by the Board from time to time. Such duties to be performed by the President shall be consistent with duties normally and customarily performed by presidents of community colleges and in conformance with the Illinois Public Community College Act. In endeavoring to perform the duties as set forth under this Section, the Employee agrees to adhere maintain an open dialogue and communication with the Members of the Board in order to provide the Board with information and the benefit of Employee's professional administrative expertise with respect to the operation and administration of the College so as to develop, ▇▇▇▇▇▇ and enhance the ability of the Employer to fulfill its duties to its constituents, including the students, faculty and support Farmmi’s staff of the College. In order to fulfill Employee's duties as provided for herein, Employee agrees to implement policies and practices actions designed to accomplish those objectives outlined in the College’s then-current strategic plan as set forth in well as any employee handbook goals or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time objectives provided to time him by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attentionthe Board, and best efforts his performance will be measured, in part, against his ability to achieve the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagesame.

Duties. (a) During Subject to the term terms of his employment under this Agreement, Employee will during the Employment Term, Executive shall serve as Chief Executive Officer of the Company. Executive shall perform his such duties hereunder at that are customarily associated with the position of Chief Executive Officer, as well as such time or times duties and services described herein and as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi reasonably be requested from time to time without violating by the terms Board of this Agreement Directors of the Company (the “Board”). Executive shall report to the Board and shall include: (i) devoting his best efforts and his entire business time perform such other duties as may be assigned to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may Executive from time to time have custody and delivering by the same to Farmmi whenever and however directed to do soBoard. (b) In performing During the Employment Term, Executive agrees to faithfully serve the Company, devote his dutiesfull working time, Employee shall not undertake any action inconsistent with or harmful attention and energies to the business of the Company, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best interests of Farmmihis abilities. Employee shall Executive agrees not to engage in any other business or employment without the prior written consent of the Board, except as otherwise specifically provided herein. Executive may perform his uncompensated services in connection with either the management of personal investments or with nonprofit charitable or civic organizations, provided that such activities do not interfere with Executive’s duties and responsibilities in a professional manner and consistent with pursuant to this Agreement. With the overall goals and objectives prior written approval of Farmmi and applicable federalthe Board, statesuch approval not to be unreasonably withheld, and local lawdelayed or conditioned, Executive may serve on other corporate boards of directors. (c) In performing his duties, Employee Executive shall be familiar with subject to and shall comply with: required to follow (i) all applicable federal, state, and local laws and regulations; (ii) the documented Company policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, including those set forth in the Company’s Employee Handbook and requirements enacted by Farmmi’s Board Code of DirectorsBusiness Conduct and Ethics (each, as they may be amended amended, replaced, or supplemented from time to time. Employee agrees ) or as otherwise communicated to adhere to employees; and support Farmmi’s policies (ii) all applicable laws and practices regulations as set forth are in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals force from time to time by written notice to Employeetime. (d) During Executive represents and warrants that (1) Executive is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit his ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements, and (2) Executive’s employment with Farmmi, Employee shall devote his full time, attention, and best efforts the Company does not violate the terms of any agreement to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, which he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageis a party.

Duties. 3.1 The Executive shall be employed in the post of Executive Director of the Company (with the title of “President” of the Company) in which capacity he shall: (a) During the term of devote all his employment under this Agreementtime, Employee will perform attention and skill to his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement hereunder, and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf act in the interests of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices the Company and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireits Associated Companies, and (v) fully accounting for all monies faithfully and other property of Farmmi of which he diligently perform such duties and exercise such powers consistent therewith as may from time to time have custody and delivering be assigned to or vested in him by the same to Farmmi whenever and however directed to do so.Board of the Company; (b) In performing use his duties, Employee shall not undertake best endeavours to promote the interests and welfare and maintain the goodwill of the Company and any action inconsistent other Associated Company to which he has provided his services in accordance with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law.this Agreement; (c) In performing devote the whole of his time and attention and the full benefit of his knowledge, expertise and skills to the proper performance of his duties; (d) report to the Board of the Company and, Employee as required, the Board of any parent or holding company of the Company; and (e) do everything in his power to maintain his present prestige and professional standing. 3.2 The Executive shall be familiar obey the reasonable and lawful orders of the Board of the Company, or the Board of any parent or holding company of the Company, given by or with the authority of the Board, and shall comply with: (i) with all applicable federalthe Company’s written rules, stateregulations, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time procedures notified to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals him from time to time by written notice to Employeein force which do not conflict with the terms contained herein. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment 3.3 The Executive may be required in pursuance of his duties, and without further fees or remuneration, to perform services not only for the Company but also for any Associated Company, and to accept any office or position in any Associated Company which is consistent with his position with the Company, as the Board or the Company may from time to time reasonably require. Employee agrees thatThe Company may at its sole discretion loan out the Executive’s employment to any Associated Company on the same terms and conditions as set out herein. 3.4 The Executive’s normal working hours shall be 9.00am to 5.00pm Monday to Friday, during his employment with Farmmi, he will exercise and such additional hours (without further remuneration) as are necessary for the highest degree proper performance of loyalty and will conduct his duties with of employment. 3.5 The Executive shall act as Director of any Associated Company as and when requested to do so by the highest degree of care. During his employment with FarmmiCompany, Employee and shall not directly be entitled to any additional remuneration or indirectly engage in fees pursuant to his position as Director of the Company or any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageAssociated Company.

Duties. (a) During In his capacity as Executive Vice President and Chief Financial Officer of Company during the term of his employment under this AgreementEmployment Term, Employee will the Executive shall perform his for Company the executive, administrative and technical duties hereunder at customarily associated with such time or times positions, as Farmmi may well as such other duties reasonably request. Employee’s duties consistent therewith as may be varied by Farmmi reasonably assigned to Executive from time to time without violating by the terms President or the Board of this Agreement Directors of Company; provided, however, that the duties assigned shall be of a character and shall include: (i) devoting his best efforts dignity appropriate to a senior executive of a corporation and his entire business time to further properly the interests consistent with Executive's experience, education and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sobackground. (b) In performing Except as otherwise set forth in this paragraph, during the Employment Term the (i) Executive shall devote his duties, Employee full time and efforts during normal business days and hours to the performance of this Agreement; and (ii) Executive shall not undertake engage in the real estate business or in any action inconsistent other business which conflicts with or harmful competes in any material way with the business of Company. Notwithstanding the foregoing, (x) Executive may devote reasonable time and efforts during normal business days and hours to the best interests business of FarmmiScorpio Entertainment, Inc. and Scorpio Ventures, Inc. (collectively "Scorpio") pursuant to the Option/Shareholders Agreement dated November 14, 1991 among Employer, Scorpio, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Employee shall ▇▇▇▇▇▇, as modified by certain agreements dated as of August 1, 1996 between such parties (the "Option Agreement") and the Employment Agreement between Executive and Scorpio executed pursuant to the Option Agreement and (y) Executive may devote such time and efforts to winding up the business of Ivy Properties Ltd. and its affiliates (collectively, "Ivy") as Executive deems reasonably necessary, so long as the devotion of such time and effort does not conflict or interfere with Executive's performance of his duties as Executive Vice President of the Company and in fact Executive does diligently perform his duties as Executive Vice President of the Company to the satisfaction of the Board of Directors of Company. During the Term of this Agreement, Employer will permit Executive, at no cost to Executive, to utilize his office space to carry on the business of Scorpio to the extent permitted by this paragraph (b), provided, however, that Executive and/or Scorpio will pay, or reimburse Employer for, the direct costs for duplicating, telecopying, telephone and responsibilities other business expenses used by Scorpio in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawreasonably satisfactory to Employer. (c) In performing his dutiesDuring the Consulting Term, Employee shall Executive will be familiar with engaged by the Company as a consultant to render to the Company such consulting services as may be reasonably assigned to him from time to time by the Board of Directors of the Company, or by the Executive Committee of the Company, provided that such services are of a type, dignity and shall comply withnature appropriate to the former Executive Vice President and Chief Financial Officer of the Company and further provided that: (i) all applicable federalsuch consulting services shall be required to be rendered by him only in White Plains, state, and local laws and regulationsNew York or such other location in the United States designated by Executive; (ii) the policies and decisions Executive's inability to act as such consultant by reason of Farmmi’s Board illness, disability or lack of Directorscapacity shall not be deemed a breach of this Agreement; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board such services shall not be detrimental or injurious to Executive's health. It is further agreed that such services shall not require more than sixty (60) hours service during any month; that Executive's unavailability at any particular time shall not constitute a breach of Directors, as they this Agreement; such services may be amended from time rendered by telephone, mail or other means of communication; and that Executive's failure to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment render such services because of his duties. Employee agrees thatabsence from White Plains, during his employment with Farmmi, he will exercise New York or such other location in the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee United States designated by Executive shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagebe deemed a breach of this Agreement.

Duties. (a) During the term of his the Executive's employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement Executive shall serve and shall include: (i) devoting his best efforts the Company shall employ the Executive as Chairman of the Board and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction LLC shall employ the Executive as Chairman. The Executive shall preside over the meetings of the Board of Directors of the Company (the "Board") and control of the stockholders of the Company at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he shall be present and shall in general oversee all of the business and affairs of the Company and LLC and will perform such services consistent with those of a Chairman of the Board as may from time be assigned to time have custody the Executive by the Board. The Executive hereby accepts such employment and delivering the same agrees to Farmmi whenever and however directed to do soperform such services. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful Subject to the best interests other provisions of Farmmi. Employee this subsection 1(b), the Executive shall devote such portion of his time, attention and energies during business hours as may be necessary for him to perform his duties hereunder. The foregoing shall not be construed to prevent Executive from devoting time during business hours to (i) charitable and civic endeavors and (ii) performing services for and engaging in business activities with other persons, so long as such endeavors, services and activities do not prevent Executive from fulfilling his fiduciary responsibilities in a professional manner and consistent with to the overall goals and objectives of Farmmi and applicable federal, state, and local lawEmployers. (c) In performing his dutiesThe Executive shall cooperate with the Employers, Employee including taking such medical examinations as the Employers reasonably shall be familiar deem necessary, if the Employers shall desire to obtain medical, disability or life insurance with and respect to the Executive. Where reasonably possible, the Employers shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) cooperate with the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted Executive's request to have such examinations performed by Farmmi’s Board of Directors, as they may be amended from time the Executive's personal physician or another physician reasonably acceptable to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeethe Executive. (d) During his employment with FarmmiThe Executive shall not be required to relocate or conduct the Employers' business outside the New York, Employee shall devote his full time, attention, and best efforts New York area in order to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct perform his duties with under this Agreement but shall undertake such reasonable business travel as may be necessary to perform said duties (for which the highest degree of care. During his employment with Farmmi, Employee Executive shall not directly or indirectly engage be reimbursed pursuant to Section 4 below for costs and expenses incurred in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageconnection therewith).

Duties. (a) During Throughout the term Employment Period, the Executive shall be the Chief Executive Officer of his employment under this Agreementthe Company reporting directly to the Board of Directors of the Company (the “Board”), Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts have all duties and his entire business time to further properly authorities as customarily exercised by an individual serving in such position in a company the interests nature and revenues size of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control Company. The Executive shall at all times with respect to his activities on behalf of Farmmi, (iii) complying comply with all ruleswritten Company policies applicable to him. During the Employment Period, ordersthe Company shall also nominate the Executive for re-election as a member of the Board. The Executive’s primary office location shall be at the Company’s executive offices in the Oakland, regulationsCalifornia metropolitan area, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports but the Executive shall undertake such travel as Farmmi may require, and (v) fully accounting is reasonably required for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do sohis duties hereunder. (b) In performing Throughout the Employment Period, the Executive shall use his duties, Employee shall not undertake any action inconsistent with or harmful best efforts to the best interests of Farmmi. Employee shall perform his duties under this Agreement fully, diligently and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, statefaithfully, and local lawshall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates. (c) In performing Executive shall devote substantially all of his dutiesbusiness time to the affairs of the Company; provided, Employee however, that anything herein to the contrary notwithstanding, nothing shall be familiar with and shall comply with: preclude the Executive from (i) all applicable federalwith the prior written consent of the Board, statewhich consent will not be unreasonably withheld or delayed, and local laws and regulations; serving on the boards of directors of other business entities, trade associations and/or charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this Agreement, (ii) the policies engaging in charitable activities and decisions of Farmmi’s Board of Directors; and community affairs, (iii) all policies, proceduresmanaging his personal and/or family investments and affairs, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (div) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage engaging in any other business activity, whether activities approved by the Board; provided that the activities described above do not interfere with the performance of the Executive’s duties and responsibilities to the Company as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageprovided hereunder.

Duties. (a) During the term Period of his employment under Employment (as defined in Section 3), Executive shall serve the Company in such positions fully, diligently, competently, and in conformity with the provisions of this Agreement, Employee will perform his duties hereunder at directives of the Chief Executive Officer and the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such time or times as Farmmi may reasonably request. Employee’s duties policies may be varied by Farmmi from time to time without violating amended, modified, changed, or adopted during the terms Period of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireEmployment, and (v) fully accounting for all monies Executive shall have duties and other property authority consistent with Executive’s position as an Executive Vice President and Chief Financial Officer. If requested by the Company, Executive shall also serve as a member of Farmmi of which he may from time to time have custody the Board and delivering the same to Farmmi whenever and however directed to do soany Board committees without additional compensation. (b) In performing Throughout the Period of Employment, Executive shall devote his dutiesfull business time, Employee 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 undertake serve as a director of any action inconsistent with or harmful other publicly traded entity without gaining the consent of the Chief Executive Officer and the Corporate Governance, Nominating and Compensation Committee of the Board prior to the best interests commencement of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawsuch service. (c) In performing Executive shall exercise due diligence and care in the performance of his duties, Employee shall be familiar with duties for and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions fulfillment of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time his obligations to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeethe Company under this Agreement. (d) 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 Executive’s duties hereunder and consistent with his employment with Farmmi, Employee shall devote his full time, attention, position as an Executive Vice President and best efforts Chief Financial Officer of the Company. (e) Executive hereby represents to the operations Company that the execution and delivery of Farmmi this Agreement by Executive and the fulfillment Company and the performance by Executive of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive’s duties with the highest degree of care. During his employment with Farmmi, Employee hereunder shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerconstitute a breach of, or otherwise and whether or not done for compensationcontravene, gain, the terms of any employment or other financial agreement or economic advantagepolicy to which Executive is a party or otherwise bound.

Duties. (a) During Subject to the ultimate control and discretion of the ------ Board, the Executive shall serve in the Position and perform all duties and services of an executive nature commensurate with the Position which the Board may from time to time reasonably assign to him. Except for travel normally incidental and reasonably necessary to the business of the Company and the duties of the Executive hereunder, the duties of the Executive shall be performed in the Cherry Hill, New Jersey area. SPI shall also make available to the Executive an office for his use in its corporate headquarters. (b) The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for the management of the Company and its organizational structure, subject to the Board and to the provisions of this Agreement, his authority to include, without limitation, supplier relationships and salary, perquisites and, with respect to stock options, (subject additionally to SPI's Board of Directors) stock options for SPI common stock for the Company's employees. (c) The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for, and shall co-ordinate, all product development activities for SPI's and the Company's parenteral products. (d) The Executive shall, consistent with his position as president and chief executive officer of the Company and executive vice president of SPI, be responsible for and shall co-ordinate, all sales and marketing activities for SPI's and the Company's hospital and home care accounts. (e) The Executive shall devote all of the Executive's time and attention during regular business hours to the performance of the Executive's duties hereunder and, during the term of his employment under this Agreementhereunder, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activityenterprise which requires the Executive's personal time or attention, whether as an employeeunless granted the prior permission of the Board. The foregoing shall not prevent the Executive's purchase, employer, consultant, principal, officerownership or sale of any interest in, or otherwise the Executive's engaging (but not to exceed an average of five hours per week) in, any business which does not compete with the business of the Company or SPI or any subsidiary of the Company or SPI or the Executive's involvement in charitable or community activities, provided, that the time and whether or attention which the Executive devotes to such business and activities does not done for materially interfere with the performance of his duties hereunder. (f) The Executive shall be entitled to such personal vacations with full compensation, gainand to be taken at such time or times, or other financial or economic advantageas the Executive and the Company shall mutually determine.

Duties. (a) During a. While the term of his employment under Executive is employed pursuant to this Agreement, Employee will he shall perform his such duties hereunder at and discharge such time or times responsibilities as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi the Chairman (the “Chairman”) of the Board of Directors of the Corporation (the “Board of Directors”) and the Board of Directors shall from time to time without violating direct, which duties and responsibilities shall be commensurate with the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to FarmmiExecutive’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireposition, and may include duties for the Group Company (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmidefined below). Employee The Executive shall perform his duties and discharge his responsibilities in a professional manner and consistent with from the overall goals and objectives of Farmmi and applicable federalCorporation’s office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, state▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and local law. (c) In performing his duties▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees provided that Farmmi may amend or update its employee handbooks or policy manuals from time to time he may perform his duties from an office in Chicago, Illinois as authorized by written notice the Chairman, which authorization the Chairman may modify or amend from time to Employee. (d) During his time at the Chairman’s discretion, and provided further that normal and customary business travel is also a duty and requirement of the Executive’s employment with Farmmithe Corporation. The Executive shall comply fully with all applicable laws, Employee rules and regulations as well as with the Corporation’s policies and procedures. The Executive shall devote his full time, attention, and best efforts entire working time to the operations business of Farmmi the Corporation and the fulfillment shall use his best efforts, skills and abilities in his diligent and faithful performance of his dutiesduties and responsibilities hereunder. Employee agrees that, during his employment with FarmmiWhile the Executive is employed pursuant to this Agreement, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activities or hold any office or position, regardless of whether any such activity, whether as an employee, employer, consultant, principal, officer, office or otherwise and whether or not done position is pursued for compensation, gain, profit or other financial pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. b. The Board of Directors and the Chairman reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other employees of the Corporation duties and responsibilities normally discharged by the Executive. All such assignments and delegations of duties and responsibilities shall be made in good faith and shall not materially affect the general character of the work to be performed by the Executive. The Executive shall hold such officerships and directorships in the Group Company and any of its parents or economic advantagesubsidiaries to which, from time to time, the Executive may be appointed or elected with no additional compensation payable to the Executive.

Duties. (a) During the term of his your employment under this Agreementhereunder, Employee will perform his including any renewal thereof, you agree to serve as the Vice President & General Manager, Motive Power Division of C&D Technologies, Inc. or in such other capacity with duties and responsibilities of a similar nature as those initially undertaken by you hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms President of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he Company may from time to time have custody determine. Your duties may be changed at any time and delivering from time to time hereafter, upon mutual agreement, consistent with office or offices in which you serve as deemed necessary by the same President of the Company. You also agree to Farmmi whenever perform such other services and however directed duties consistent with the office or offices in which you are serving and its responsibilities as may from time to do sotime be prescribed by the Board of Directors, and you also agree to serve, if elected, as an officer and/or director of the Company and/or any of the Company's other direct or indirect subsidiaries without additional compensation, in all cases in conformity to the by-laws of each such corporation. (b) In performing his dutiesYou shall devote your full employment energies, Employee interest, abilities, time and attention during normal business hours (excluding the vacation periods provided in Section 4(b) below) exclusively to the business and affairs of the Company, its parent corporation and subsidiaries, if any, and shall not undertake engage in any action inconsistent activity that conflicts or interferes with or harmful the performance of duties hereunder; provided, however, that you may serve on the Board of Directors of Interspiro, AB to the best interests extent that your responsibilities related to that position do not adversely affect your performance of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawhereunder. (c) In performing his dutiesYou agree to cooperate with the Company, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, including taking such reasonable medical examinations as they may be amended from time necessary, in the event the Company shall desire or be required (such as pursuant to time. Employee agrees the terms of any bank loan or any other agreement) to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeeobtain life insurance insuring your life. (d) During his employment with FarmmiYou shall, Employee shall devote his full timeexcept as otherwise provided herein, attention, and best efforts be subject to the operations Company's rules, practices and policies applicable to the Company's senior executive employees. Without limiting the generality of Farmmi the foregoing, you shall, with respect to the Company and the fulfillment of his duties. Employee agrees thatits parents, during his employment subsidiaries, assets and stockholders, act in a manner consistent with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether your fiduciary responsibilities as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageexecutive of the Company.

Duties. (a) During the term of 7.1 The Executive shall during his employment under this Agreementhereunder:- 7.1.1 report to the Chief Financial Officer or such other Managing Executive as designated by the Chief Financial Officer 7.1.2 faithfully and diligently undertake and perform such duties and exercise such powers, Employee will perform authorities and discretions in relation to his duties hereunder at position as Vice President EMEA Finance and Operations with responsibility for Finance and Operations of the EMEA operations and such time or times other business as Farmmi the Board may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the time, at its sole discretion assign or delegate to or vest in him on such terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction such conditions and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports restrictions as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he the Board may from time to time have custody at its sole discretion determine or impose; and 7.1.3 (unless prevented by ill health or accident and delivering except during holidays permitted by this Agreement) devote the same whole of his time, attention, abilities, expertise, skills and ingenuity to Farmmi whenever carrying out his duties hereunder during normal working hours and however directed at such other times as may be required by the needs of the Company or the nature of the Executive’s duties; and 7.1.4 carry out his duties in a proper and efficient manner and use his best endeavours to do somaintain, protect, promote and extend the business, interests, reputation and welfare of the Company and of any Associated Undertaking; and 7.1.5 comply with all lawful resolutions, regulations and directions from time to time given to him by the Board and with all rules and regulations from time to time laid down by the Company concerning its executives which are not inconsistent with this Agreement; and 7.1.6 report to the Board and at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct and of the business and affairs of the Company and provide such explanations as the Board may require in connection therewith; and 7.1.7 comply with the performance objectives agreed, as adjusted from time to time, between the Executive and the Board; and 7.1.8 carry out his duties and exercise his powers jointly with any other person or persons appointed by the Board to act jointly with him. 7.2 Notwithstanding the above, the Executive shall be permitted (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests extent such activities do not in the aggregate materially interfere with the performance of Farmmi. Employee shall perform his duties and responsibilities in hereunder) to 7.2.1 manage his own personal, financial and legal affairs; and 7.2.2 serve on civic, educational, philanthropic or charitable boards or committees; and 7.2.3 serve on any other corporate board or committee as long as such board or committee is disclosed to the Company and does not cause a professional manner and consistent conflict of interest with the overall goals and objectives of Farmmi and applicable federal, state, and local lawExecutive’s duties at the Company. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. The Employee shall have general responsibility for overseeing and managing the global legal affairs of the Systemax Companies and the Company’s Office of the General Counsel (a) During the term of his employment under this Agreement, Employee “Legal Department”). You will perform his duties hereunder at such time the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity and/or, to the extent consistent with your position (subject to Section 3(c) or times 3(d) in the case of your voluntary resignation without Good Reason (as Farmmi may reasonably requestdefined below)), as directed by the Chief Financial Officer of the Company (the “Reporting Person”). Employee’s duties may be varied by Farmmi from time to time without violating the terms of In this Agreement regard, you will directly manage and shall include: supervise (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of FarmmiLegal Department’s staff, (ii) being subject to Farmmithe Company’s direction and control at all times with respect to his activities on behalf of Farmmioutside counsel, including foreign counsel, (iii) complying together with all rulesoutside counsel, ordersthe Company’s litigations, regulations, policies, practices regulatory proceedings and decisions of Farmmiother actions, (iv) truthfully the Company’s contracting processes and accurately maintaining activities, including contracts record management, (v) together with the Reporting Person and preserving all records the appropriate Committees of the Company’s Board of Directors, the Company’s corporate governance, legal compliance and making all reports disclosure programs and policies, including under applicable securities and stock exchange regulations, including the Company’s reporting obligations under the Securities Exchange Act of 1934, as Farmmi may requireamended, and (vvi) fully accounting for all monies together with local and other property foreign counsel, the Company’s compliance with applicable laws and regulations in the jurisdictions where the Company does business. You shall report directly to the Reporting Person. You agree to devote your full working time, attention and skill to the business and affairs of Farmmi of which he may from time the Company and to time have custody use your reasonable commercial efforts and delivering the same skills to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to advance the best interests of Farmmithe Company. The Employee shall perform his duties primarily at the Company’s offices located in Port Washington, New York, subject to travel and responsibilities in a professional manner and other duties outside of such location consistent with the overall goals Company’s business as determined by the Reporting Person, including travel, on an as needed basis, to the Company’s Florida and objectives foreign offices. Nothing in this Agreement shall be construed to prohibit the Employee from serving on the board of Farmmi and applicable federaldirectors and/or on the advisory board of any not-for profit or other corporation, stateincluding the Board of Directors of 33380 Ownership Corp., provided that (a) such service does not create an actual or apparent conflict of interest with the business of the Company, (b) such service is approved by the Board of Directors of the Company (the “Board”), and local law. (c) In performing his dutiessuch service does not conflict with any applicable federal or state law, Employee shall be familiar with and shall comply with: regulation or New York Stock Exchange (i“NYSE”) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeerule. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (Section 2.1. Duties During the Employment Period, the Employee will be the ranking scientific officer of the company, with responsibility for the marketing,/sales segment of our business. The Employee will lead the business development staff, be the ultimate contact with clients and scientific advisors, and own responsibility for the business development/scientific viability of the company. The Employee will be called upon to perform certain services for the Company including, without limitation, the following: a) During Assess and document business needs (develop and solicit business plans and budgets, working with various department heads). b) Motivate, lead and teach qualified staff to meet or exceed expectations. c) Develop and manage resources (staff, facilities, and equipment) to deliver new business and maintain current clients. d) Work jointly with the term CEO and COO of his employment under contract research to insure scientific regulatory compliance and with the CFO to ensure SEC compliance. You would be expected to provide accurate financial information and meet all financial disclosure requirements.. e) Manage relationships with outside scientific leaders. f) Enhance the professional image of BASi in public forums. g) Engage in benchmarking against competitors, presenting alternate strategies and generally become knowledgeable about the drug development and medical device industries. Section 2.2. The Employee shall serve the Company by performing such other services as the Company may reasonably require to conduct the Company’s business. The Company shall also have the absolute right and power to direct and control the Employee in carrying out duties assigned by the Company, including, but not limited to, the right (1) to review, modify and cancel all work performed, and (2) to assign specific duties to be performed, including the general means and manner by which such duties shall be performed. Notwithstanding any other provisions of this Agreement, the Company shall not impose employment duties or constraints of any kind upon the Employee will perform which would require the Employee to violate any ordinance, regulation, statute or other law. The Employee shall devote his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement full working time, attention and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi energy to the satisfaction performances of Farmmi, (ii) being subject the duties imposed hereunder. The Employee shall conform to Farmmi’s direction and control at all times with respect to his activities on behalf such hours of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports work as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody reasonably be required of him and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake be entitled to receive any action inconsistent with or harmful to the best interests of Farmmiadditional remuneration for work outside his normal hours. The Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federalwill NOT be held financially, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerlegally, or otherwise and whether liable for any past practices or not done for compensation, gainactions or decisions made by BASi, or other financial or economic advantageits predecessors prior to the start of the Employee’s beginning date of employment.

Duties. (a) During The Company does hereby hire, engage, and employ Executive in the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall includefollowing capacities: (i) devoting his best efforts from November 1, 2004 through March 31, 2005, as Chief Operating Officer and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject from and after April 1, 2005, as Chief Executive Officer. Executive does hereby accept and agree to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmisuch hiring, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireengagement, and employment. Executive shall serve the Company in such positions in conformity with the provisions of this Agreement, directives of the Board of Directors of the Company (v) fully accounting for all monies the "BOARD"), and other property the corporate policies of Farmmi of which he the Company as they presently exist, and as such policies may be amended, modified, changed, or adopted from time to time time. Executive shall have custody duties and delivering authority consistent with Executive's positions of Chief Operating Officer and Chief Executive Officer, as applicable. Executive will be elected to the same Board effective November 1, 2004, and, subject to Farmmi whenever the recommendations of the Company's nominating and however directed governance committees and shareholder vote, shall continue to do soserve on the Board during his employment hereunder. Executive shall not receive additional compensation for such Board service. (b) In performing Throughout his dutiesemployment, Employee Executive shall devote his time, energy, and skill to the performance of his duties for the Company, vacations and other leave authorized under this Agreement excepted. During his employment hereunder, Executive shall not undertake serve on the board of any action inconsistent with or harmful other publicly traded company without first receiving the written consent of the Board. The foregoing notwithstanding, Executive shall be permitted to the best interests of Farmmi. Employee shall perform his duties engage in charitable and responsibilities in a professional manner and consistent community affairs provided that such activities do not materially interfere with the overall goals and objectives performance of Farmmi and applicable federal, state, and local lawExecutive's duties hereunder. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts Executive hereby represents to the operations Company that the execution and delivery of Farmmi this Agreement by Executive and the fulfillment Company and the performance by Executive of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive's duties with the highest degree of care. During his employment with Farmmi, Employee hereunder shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerconstitute a breach of, or otherwise and whether or not done for compensationcontravene, gain, the terms of any other employment or other financial agreement or economic advantage.policy to which Executive is a party or otherwise bound. This Agreement is further contingent upon Executive providing to the Company satisfactory evidence that he has been released from the restrictive covenant, as it relates to the Company, contained in the May 20, 2004 Retirement Agreement between Executive and Abercrombie & Fitch Co.

Duties. (a) During As an Executive Vice President of the term Company, the Executive shall carry out the strategic plans and policies as established by the Board of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably requestDirectors of the Company and shall report to the Board of Directors. EmployeeThe Executive’s duties may shall include but not be varied by Farmmi from time limited to time without violating the terms of this Agreement and shall include: following: (i) devoting his best efforts Supporting the operations and his entire business time to further properly administration of the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; Directors by advising and (iii) all policies, procedures, and requirements enacted by Farmmi’s informing Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment members with Farmmi, Employee shall devote his full time, attention, and best efforts regard to the operations of Farmmi the Company and interfacing between the Board and the fulfillment staff of the Company; (ii) Overseeing the design, marketing, promotion, delivery, and quality of the Company's programs, products, and services; (iii) Recommending a yearly budget of the new management consulting subsidiary for Board approval and prudently managing the Company’s resources within those budgetary guidelines according to current laws and regulations; (iv) Effectively managing the human resources of the new subsidiary according to authorized personnel policies and procedures that fully conform to current laws and regulations; (v) Identifying and researching potential sources of capital and establishing strategies to obtain funding from such sources; and (vi) assuring that the Company and its mission programs, products, and services are consistently presented in strong, positive image to relevant stakeholders. As an Executive Vice President of the Company, the Executive shall be entitled to exercise all rights and power and shall have all the privileges and authorities commensurate with his dutiesoffices, including without limitation: (i) The full authority for the operations and conduct of the business of the Company subject to President’s approval; (ii) General decision-making authority with respect to the day-to-day operations of the business of the Company, subject to President’s approval; (iii) The engagement, retention, and termination of employees and independent contractors of the Company, the setting of the compensation and other material terms of employment or engagement of employees and independent contractors and the establishment of work rules for employees subject to President’s approval; and (iv) The initiation, development, and implementation of new business, subject only to the supervision of the President Board. Employee agrees that, during The Executive shall render his employment with Farmmi, he will exercise services thereunder in the highest degree of loyalty and will conduct headquarters city (or other headquarters location approved by the Board) subject to such reasonable travel as may be required to perform his duties with the highest degree of carehereunder. During The Executive shall devote such time as is required to perform his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageservices hereunder.

Duties. (a) 2.1 During the term of his employment under this Agreementhereof, Employee will perform his shall hold the position and have the duties hereunder at of the Chief Superintendent of CBE, reporting and accountable to the Board and functioning as the Chief Executive Officer and the Chief Education Officer of the CBE. In, such time or times position, Employee's duties shall be those set forth as Farmmi may reasonably request. Employee’s chief superintendent of schools under the Education Act, the duties may be varied by Farmmi set forth herein and such other duties assigned from time to time without violating by the terms of this Agreement and Board. In carrying out her duties, Employee shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control comply at all times with respect to his activities on behalf and ensure operational implementation of Farmmigovernance policies of the Board and with the CBE's Administrative Regulations, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with FarmmiTerm, Employee shall not directly carry out any employment or indirectly engage consulting services for any third party without the prior written consent of the Chair of the Board. 2.2 Employee acknowledges that she has a fiduciary duty to the CBE and shall diligently, honestly and faithfully perform those duties in the best of interests of CBE and shall devote her full working time and attention to her duties as the CBE's Chief Superintendent. 2.3 In carrying out her employment duties, Employee will have access to and possession of proprietary, confidential and sensitive information concerning CBE (including, without limitation, non-public information concerning CBE's operations, practices, procedures, financial situation, suppliers and contractors) and personal information concerning CBE employees, staff, students and other individuals. Employee at all times shall comply with CBE policies concerning privacy and with applicable privacy laws (including, without limitation, the Freedom of Information and Protection of Privacy Act) and will not collect, use or disclose any such information, except as authorized by CBE policies and applicable privacy laws or except as required by court order. Upon termination or expiry of this Agreement, Employee forthwith shall deliver to CBE any and all confidential and personal information and all other books, records, notes, documents and property of CBE then in her custody or control. (a) Employee acknowledges that any materials or works that she develops in the course of her employment with CBE ("Works") are the exclusive property of CBE and that title to the Works and all intellectual property rights therein vest exclusively in CBE, except for any thesis or related work carried out by Employee in pursuit of a course of study. Employee hereby assigns all titles and rights in the Works to CBE and waives all moral rights therein. (b) Employee acknowledges that information contained in CBE's books, records, lists, notes and other documents relating to CBE's business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageis the exclusive property of CBE.

Duties. a. Executive shall perform his services as Senior Vice President and General Counsel, under the supervision of the President, Chief Executive Officer and the Operations Committee of the Board of Directors (athe “Operations Committee”) During of Employer and within the framework of the policies and objectives of Employer. In such capacity, Executive shall act as the chief legal officer of Employer and in that capacity (i) shall exercise general day-to-day supervisory responsibility and operational and management authority over the legal affairs of the Employer and its controlled affiliates; (ii) shall provide advice and input to members of Employer’s Board of Directors and the Operations Committee and shall attend all meetings of the Board and the Operations Committee for that purpose; and (iii) shall perform such other duties as may be assigned to him from time to time by the Board of Directors, the President, the Chief Executive Officer or the Operations Committee consistent with the typical duties of his position. Executive shall be a member of Employer’s Executive Committee throughout the term of his employment with Employer. b. Executive shall devote his entire business time, attention and energies to the performance of his duties and functions under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Employment Agreement and shall include: not during the term of his employment hereunder be engaged in any other substantial business activity for gain, profit or other pecuniary advantage which materially interferes with the performance of his duties hereunder. Notwithstanding the foregoing, Executive specifically is permitted to (i) devoting continue to teach Tai Chi in accordance with his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulationspast practice; (ii) the policies and decisions of Farmmi’s Board of Directorsperiodically give speeches or teach seminars; and (iii) all policiesattend continuing legal education seminars, proceduresprovided that such activities do not substantially interfere with Executive’s duties hereunder. Executive shall faithfully, loyally and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to diligently perform his assigned duties and support Farmmi’s policies functions and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether activities whatsoever which conflict with the objectives of Employer’s Business during the term of his employment hereunder. c. Employer shall furnish Executive with such facilities at Employer’s corporate headquarters location and services as an employee, employer, consultant, principal, officer, or otherwise are suitable to his position and whether or not done adequate for compensation, gain, or other financial or economic advantagethe performance of his duties and functions hereunder.

Duties. 2.1 The Executive will be responsible for performing those duties that are customarily performed by a chief executive officer for a public company with its shares listed on a recognized exchange in Canada or elsewhere, at the direction of the Board of Directors of the Parent Company (a) During the term “Board”), which will include but are not limited to the duties set out in Schedule “A”. 2.2 The Executive acknowledges and agrees that, in the course of carrying out, performing and fulfilling his employment duties under this Agreement, Employee the Executive will be acting in a fiduciary capacity and will owe fiduciary obligations towards the Company during the period of his employment and for a reasonable period of time following the termination of his employment for any reason. 2.3 Except as described in the following provisions of this Section 2.3, the Executive will faithfully perform those duties and responsibilities and will devote his full working time and use his best efforts to advance the business and welfare of the Company and its subsidiaries in furtherance of the policies established by the Board. The Company acknowledges that the Executive has a continuing short-term obligation, which will be concluded within the next six (6) months, to lncyte corporation related to the US FDA approval of Baricitinib. The Executive, at his discretion, will be permitted to complete his commitment to lncyte and manage his time in connection with that commitment, while faithfully performing his duties hereunder and responsibilities to the Company. Except for the above stated commitment to lncyte, the Executive represents and warrants that the Executive is not subject to any constraints which would prevent the Executive from continuing to be employed by the Company and from devoting the Executive’s full time and attention to the affairs of the Company. 2.4 The Executive’s initial reporting location will be at such time or times as Farmmi may reasonably requestthe Company’s offices listed in the preamble, unless otherwise designated by the Board. Employee’s duties may be varied by Farmmi The Executive will conform to all lawful instructions and directions from time to time without violating given to him by the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of careBoard. During his employment with Farmmithe Period of Engagement, Employee shall except as described in Section 2.3 above, the Executive will not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, employment activities with any other Company or other financial entity or economic advantageperson for any direct or indirect remuneration without the express written consent of the Board of the Company. 2.5 During the Period of Engagement, Executive shall receive a seat on the Board and shall be entitled to engage in discussion with fellow Board Members and vote on such items as allowed by the corporate documents of the Parent Company, provided however, the Board may preclude Executive from voting on any matter considered a conflict of interest.

Duties. (a) During a. While the term of his employment under Executive is employed pursuant to this Agreement, Employee will he shall perform his such duties hereunder at and discharge such time or times responsibilities as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi the Chairman (the “Chairman”) of the Board of Directors of the Corporation (the “Board of Directors”) and the Board of Directors shall from time to time without violating direct, which duties and responsibilities shall be commensurate with the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to FarmmiExecutive’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmiposition. Employee The Executive shall perform his duties and discharge his responsibilities from the Corporation’s principal office in Chantilly, Virginia, other than normal and customary business travel, which is also a professional manner duty and consistent requirement of the Executive’s employment with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and Corporation. The Executive shall comply with: (i) fully with all applicable federallaws, state, rules and local laws regulations as well as with the Corporation’s and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support FarmmiParent Company’s policies and practices as set forth in any employee handbook or policy manualprocedures. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee The Executive shall devote his full time, attention, and best efforts entire working time to the operations business of Farmmi the Corporation and the fulfillment shall use his best efforts, skills and abilities in his diligent and faithful performance of his dutiesduties and responsibilities hereunder. Employee agrees that, during his employment with FarmmiWhile the Executive is employed pursuant to this Agreement, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activities or hold any office or position, regardless of whether any such activity, whether as an employee, employer, consultant, principal, officer, office or otherwise and whether or not done position is pursued for compensation, gain, profit or other financial pecuniary advantage, without the prior written consent of the Corporation; provided, however, the Executive may engage in (i) personal investment activities for himself and his family and (ii) charitable and civic activities, so long as such outside interests set forth in subsections (i) and (ii) hereof do not interfere with the performance of his duties and responsibilities hereunder. b. The Board of Directors and the Chairman reserve the right from time to time to assign to the Executive additional duties and responsibilities and to delegate to other employees of the Corporation duties and responsibilities normally discharged by the Executive. All such assignments and delegations of duties and responsibilities shall be made in good faith and shall not materially affect the general character of the work to be performed by the Executive. The Executive shall hold such officerships and directorships in the Parent Company and the Corporation and any of their respective subsidiaries to which, from time to time, the Executive may be appointed or economic advantageelected with no additional compensation payable to the Executive.

Duties. (a) During Executive's Positions and Titles. Executive's positions and titles shall be Executive Vice President, General Counsel and Secretary of Advisors. Executive shall also serve as Executive Vice President, General Counsel and Secretary of CAM, and in such positions with Holdings and/or the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties Subsidiaries to which Executive may be varied by Farmmi from time appointed. (b) Executive's Duties. Executive shall have such power and authority to time without violating act for and in the terms name of this Agreement the Company, as provided in the operating agreement of Advisors, the By-laws of CAM or resolutions of the manager of Advisors (the "MANAGER") or the Board. The duties and responsibilities of Executive are and shall include: (i) devoting his best efforts continue to be of an executive nature as shall be required by the Company in the conduct of its business and his entire business time to further properly shall include the interests performance of such lawful and revenues of Farmmi to reasonable duties and responsibilities as the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he Board or the Manager may from time to time have custody assign to Executive not inconsistent with Executive's position(s). Executive recognizes that during the period of Executive's employment hereunder, Executive owes an undivided duty of loyalty to the Company, and delivering Executive will use Executive's good faith efforts to promote and develop the same business of the Company. However, the Company recognizes that during the period of Executive's employment hereunder, Executive will provide certain services to Farmmi whenever CFP and however directed to do so. (b) In performing his dutiesits affiliates and related entities, Employee and the Company acknowledges and agrees that Executive's provision of such services shall not undertake any action inconsistent be in breach of this Agreement so long as the provision of such services does not (i) interfere with or harmful to Executive's primary duties and responsibilities hereunder and (ii) involve Executive providing investment advisory services except as may be approved by the best interests Compensation Committee of FarmmiCAM (the "COMPENSATION COMMITTEE") (each such services a "PERMITTED ACTIVITY"). Employee Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of the Company and the goodwill pertaining thereto, Executive shall perform his duties and responsibilities under this Agreement professionally, in a professional manner and consistent accordance with the overall goals applicable laws, rules and objectives of Farmmi regulations and applicable federalsuch standards, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; procedures established by Employer and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended the industry from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth Executive will not perform any duties for any other business, other than a Permitted Activity without the prior written consent of the Compensation Committee, but may engage in any employee handbook charitable, civic or policy manual. Employee acknowledges and agrees community activities, provided that Farmmi may amend such duties or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties activities do not materially interfere with the highest degree proper performance of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantageExecutive's duties under this Agreement.

Duties. (a) During the term Employment Period, the Executive shall have overall responsibility for the business affairs and activities of his employment under this Agreementthe Company and its direct and indirect subsidiaries, Employee will and shall do and perform his all services and acts necessary or advisable to fulfill the duties and responsibilities of the Executive’s position and shall render such services on the terms set forth herein. In addition, the Executive shall have such other executive and managerial powers and duties as may be assigned to the Executive by the Board, commensurate with the Executive serving as Chief Executive Officer, and shall report to the Board. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote the whole of the Executive’s working time, attention, knowledge and skills faithfully, and to the 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 the Company and its subsidiaries. Subject to the consent of the Board, the Executive shall be permitted to serve on one charitable or civic board so long as such service does not interfere with Executive’s duties hereunder or violate any covenant contained in Section 5. (b) During the Employment Period, the Executive’s principal place of employment shall be at such the Company’s office in Hoffman Estates, Illinois. The Executive shall relocate her principal residence to the greater Chicago metropolitan area no later than the end of the Company’s 2014 fiscal year. Prior to the time or the Executive relocates her principal residence to the greater Chicago metropolitan area, she may spend up to 50% of her business time based at locations other than the Company’s ▇▇▇▇▇▇▇ Estates office. (c) The Executive shall at all times as Farmmi may reasonably request. Employeebe subject to, comply with, observe and carry out (i) the Company’s duties may be varied by Farmmi rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all such rules, orders, regulations, policies, practices codes of ethics and/or conduct, directions and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports restrictions as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he the Board may from time to time have custody reasonably establish or approve generally for senior executive officers of the Company. Any rules, regulations, policies, codes of ethics and/or conduct, directions and delivering restrictions described in the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee prior sentence shall not undertake any action inconsistent with or harmful be provided to the best interests Executive within three (3) months of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawEffective Date. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During 2.1 The Executive shall be employed as an Executive Vice President - Lending of the term of his employment under this AgreementBank, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Bank; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Bank and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor; {Clients/1622/00346556.DOCX/ } 5 (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive’s duties under this Agreement and are not in competition with the Business of the Bank or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. (a) During the term of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may shall be varied by Farmmi prescribed from time to time without violating by the terms Board of Directors of Parent (the “Board”) and shall include such responsibilities as are customary for employees performing functions similar to those of Employee. In addition, Employee shall serve at no additional compensation in such executive capacity or capacities with respect to any subsidiary or affiliate of Parent or the Company, respectively, to which he may be elected, assigned or appointed. Employee shall devote substantially all of his time and attention to the performance of his duties and responsibilities for and on behalf of Parent, the Company and their subsidiaries and affiliates (individually or collectively, as the context may require, the “Company Group”) except as set forth herein, or as may be consented to by the Company. In addition, Employee shall be required to travel to all locations, whether national or international, in order to further develop and learn the needs of the business. Notwithstanding anything to the contrary herein, nothing in this Agreement and shall includepreclude Employee from: (i) devoting his best efforts and his entire business time to further properly serving as a member of the interests and revenues board of Farmmi to directors or advisory board (or their equivalents in the satisfaction case of Farmmia non-corporate entity) of any charitable or philanthropic organization, separate from the Company Group; (ii) being subject to Farmmi’s direction and control at all times with respect to his engaging in charitable, community or philanthropic activities on behalf of Farmmi, or any other activities or (iii) complying serving as an executor, trustee or in a similar fiduciary capacity; provided, that the activities set out in the foregoing clauses shall be limited by Employee so as not to affect, individually or in the aggregate, or interfere with all rules, orders, regulations, policies, practices and decisions the performance of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his Employee’s duties and responsibilities in a professional manner and consistent hereunder, without the consent of the Company. During Employee’s employment with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his dutiesCompany, Employee shall be familiar with and shall comply with: (i) all applicable federalgoverned by, statesubject to, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) be in compliance with all Company Group policies, procedures, guidelines, practices, rules and requirements enacted by Farmmiregulations applicable to employees generally (“Company Policies”), including without limitation, the Company’s Board of DirectorsEmployee Handbook, and in each case, as they may be amended from time to timetime in the Company’s sole discretion. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in It is expressly understood that any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeeviolation of the terms of such Company Policies shall be considered a breach of the terms of this Agreement. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) During 2.1 The Executive is employed as Chief Operating Officer of the term of his employment under this AgreementEmployer, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive’s time, energy and skill during regular business hours to the performance of the duties of the Executive’s employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive’s entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive’s personal assets and investing the Executive’s personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive’s participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive’s collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive’s duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. (a) The Company does hereby hire, engage, and employ Executive as the Executive Chairman of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of his employment under Employment (as defined in Section 3), Executive shall serve the Company in such position fully, diligently, competently, and in conformity with the provisions of this Agreement, Employee will perform his duties hereunder at directives of the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such time or times as Farmmi may reasonably request. Employee’s duties policies may be varied by Farmmi from time to time without violating amended, modified, changed, or adopted during the terms Period of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireEmployment, and (v) fully accounting for all monies Executive shall have duties and other property authority consistent with Executive’s position as Executive Chairman. If requested by the Company, Executive shall also serve as a member of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soBoard committees without additional compensation. (b) In performing Throughout the Period of Employment, Executive shall devote his dutiesfull time, Employee 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, (ii) act as a director of any corporations or organizations outside the Company, not to exceed five (5) in number, and receive compensation therefor, and (iii) 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 13 and 14, and further provided that Executive shall not undertake serve as a director of any action inconsistent with or harmful other publicly traded entity without informing the Compensation Committee of the Board prior to the best interests commencement of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawsuch service. (c) In performing Executive shall exercise due diligence and care in the performance of his duties, Employee shall be familiar with duties for and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions fulfillment of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time his obligations to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeethe Company under this Agreement. (d) 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 Executive’s duties hereunder and consistent with his employment with Farmmi, Employee shall devote his full time, attention, position as the President and best efforts Chief Executive Officer of the Company. (e) Executive hereby represents to the operations Company that the execution and delivery of Farmmi this Agreement by Executive and the fulfillment Company and the performance by Executive of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive’s duties with the highest degree of care. During his employment with Farmmi, Employee hereunder shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerconstitute a breach of, or otherwise and whether or not done for compensationcontravene, gain, the terms of any employment or other financial agreement or economic advantagepolicy to which Executive is a party or otherwise bound.

Duties. (a) During 2.1 The Executive is employed as Executive Vice President and Chief Lending and Marketing Officer of the term of his employment under this AgreementBank, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Bank; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive's entire business time, attention and energies to the business of the Bank and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Bank and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Bank; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Bank or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. (a) During 2.1 The Executive is employed as Executive Vice President and Chief Operating Officer of the term of his employment under this AgreementEmployer, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. (a) During 2.1 The Executive is employed as President and Chief Executive Officer of the term of his employment under this AgreementEmployer, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction direction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf the Board of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with Directors or harmful to the best interests of Farmmiits designee(s). Employee The Executive shall perform his and discharge well and faithfully the authority, duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they which may be amended from time assigned to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals the Executive from time to time by written notice the Board of Directors in connection with the conduct of the Business of the Employer; provided, however, that in making its assignments, the Board of Directors shall assign only such authority, duties and responsibilities assigned to Employeethe Executive from time to time as are, in the aggregate, consistent with the duties and responsibilities as would be customarily assigned to a person occupying the position(s) held by the Executive pursuant to the terms of this Agreement. 2.2 In addition to the duties and responsibilities specifically assigned to the Executive pursuant to Section 2.1 hereof, the Executive shall: (a) devote substantially all of the Executive's time, energy and skill during regular business hours to the performance of the duties of the Executive's employment (reasonable vacations and reasonable absences due to illness excepted) and faithfully and industriously perform such duties; (b) diligently follow and implement all reasonable and lawful management policies and decisions communicated by the Board of Directors, which is consistent with this Agreement; and (c) timely prepare and forward to the Board of Directors all reports and accounting as may be requested of the Executive. 2.3 The Executive shall devote the Executive's entire business time, attention and energies to the business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from: (a) managing the Executive's personal assets and investing the Executive's personal assets in businesses, which (subject to clause (b) below) are not in competition with the Business of the Employer and which will not require any services on the part of the Executive in their operation or affairs and in which the Executive's participation is solely that of an investor; (b) purchasing securities or other interests in any entity provided that such purchase shall not result in the Executive's collectively owning beneficially at any time five percent (5%) or more of the equity securities of any business in competition with the Business of the Employer; (c) serving on the board of directors of other organizations (including those organizations with which the Executive serves as of the Effective Date) so long as such service does not materially interfere with the performance of the Executive's duties under this Agreement and are not in competition with the Business of the Employer or result in the violation of any listing standard of any securities exchange on which the securities of the Company are traded or listed for trading; and (d) During his employment with Farmmiparticipating in civic and professional affairs and organizations and conferences, Employee shall devote his full time, attention, and best efforts preparing or publishing papers or books or teaching or serving on the board of directors of an entity; provided that the Chairman of the Board of Directors or its designee approves in writing of the Executive joining such entity as a member of its board of directors prior to the operations Executive joining such board of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagedirectors.

Duties. Executive will serve the Company in the capacity of the Company’s chief executive officer (athe “Chief Executive Officer”) During the term of his employment under this Agreementand, Employee in that capacity, Executive will perform his duties hereunder to the best of his abilities, subject to the oversight of the Company’s board of directors (the “Board”). In addition to performing his duties as Chief Executive Officer, Executive shall serve as chairman of the Board (the “Chairman”). The Company agrees that Executive shall have duties and responsibilities consistent with the positions set forth above in a company the size and of the nature of Blockbuster and shall at all times have such time or times discretion and authority as Farmmi may reasonably request. Employeeis required in the carrying out of Executive’s duties in a proper and efficient manner, subject to such limits as the Board may impose through the Company’s authorizing resolutions or otherwise. As Chairman, Executive shall be varied by Farmmi entitled to receive the same fees and insurance coverage made available to other inside directors on the Board. 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 Term of Employment, Executive shall not, without violating the terms prior approval of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of FarmmiBoard, which approval will not be unreasonably withheld, (iia) being subject to Farmmi’s direction and control at all times with respect to his activities directly or indirectly render services to, or otherwise act in a business or professional capacity on behalf of Farmmior for the benefit of, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether “Person” (as defined below) as an employee, employeradvisor, member of a board or similar governing body, independent contractor, agent, consultant, principalrepresentative or otherwise, officer, or otherwise and whether or not done compensated, or (b) accept appointment to or work in any capacity for compensationany charitable or not-for-profit organization; and, gainin 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 Executive’s duties to the Company. Executive shall be entitled to manage his personal investments and affairs and to engage in public speaking, provided that such activities do not conflict or interfere with the performance of Executive’s duties. Notwithstanding the foregoing, Executive may continue to provide service in his current capacity to the entities and organizations listed on Exhibit A to this Agreement, provided that such activities do not conflict or interfere with the performance of Executive’s duties to the Company. “Person” or “person”, as used in this Agreement, means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other financial or economic advantageentity.

Duties. (a) During Employee shall, during the term Term, serve as and be designated President of his employment under this AgreementEmployer having duties, responsibilities, powers and authority which shall include operating control and profit and loss statement responsibility for Employer, including its operating subsidiaries, preparing budgets, responsibility for organic sales growth, recommendations related to capital expenditures and new business opportunities, employee selection, retention, dismissal and promotion and customer relationship management, and related matters which are consistent with a position of like designation, but subject to the direction of the President and Chief Executive Officer of Allied Holdings, Inc. The Employee will shall perform his such executive, managerial and administrative duties hereunder at such as the President and Chief Executive Officer of Allied Holdings, Inc. may, from time or times as Farmmi may to time, reasonably request. Employee’s duties may Employee shall not be varied by Farmmi from time required to time without violating permanently relocate outside the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of FarmmiDetroit, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soMI area. (b) In performing his dutiesDuring the Term, Employee shall not undertake any action inconsistent with or harmful devote substantially all of Employee's business time, energy and skill to performing the best interests duties of Farmmi. Employee Employee's employment (vacations as provided hereunder and reasonable absences because of illness excepted), shall faithfully and industriously perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, statesuch duties, and local law. (c) In performing his duties, Employee shall be familiar with use Employee's best efforts to follow and shall comply with: (i) implement all applicable federal, state, and local laws and regulations; (ii) the management policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to timeEmployer. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly become personally involved in the management or indirectly engage in operations of any other business activitycompany, whether partnership, proprietorship or other entity, other than any Affiliate, without the prior written consent of Employer; provided, however, that so long as it does not interfere with Employee's employment hereunder, Employee may (i) serve as a director, officer or partner in a company that does not compete with the Business of Employer and the Affiliates so long as the aggregate amount of time spent by Employee in all such capacities shall not exceed twenty (20) hours per month, and (ii) serve as an employee, employer, consultant, principal, officerofficer or director of, or otherwise participate in, educational, welfare, social, religious, civic, trade and whether or not done for compensation, gain, or other financial or economic advantageindustry-related organizations.

Duties. (a) During the term of his employment under this AgreementExecutive shall perform services in a managerial capacity in a manner consistent with Executive’s position as Chief Financial Officer, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi subject to the satisfaction general supervision of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soExecutive Committee. (b) In performing his duties, Employee Executive shall not undertake any action inconsistent with or harmful to have the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with Executive’s position as a Chief Financial Officer of a public company (provided that Executive shall not have grounds for Good Reason solely because Tiptree ceases to be a public company) as may be reasonably assigned or delegated to Executive by (i) the overall goals Executive Committee or (ii) the Board of Directors and objectives of Farmmi for which the Company has given Executive sufficient authority, time and applicable federal, state, and local lawresources to accomplish. (c) In performing his duties, Employee Executive shall be familiar with and shall comply with: (i) devote substantially all applicable federalof Executive’s business time, stateattention, skill, and local laws energy to the business of the Company and regulationsto the performance of Executive’s duties hereunder; (ii) use Executive’s reasonable best efforts, business judgment, skills and knowledge to promote the policies success of the Company’s business; (iii) be employed full-time with Employer exclusively; (iv) cooperate with the reasonable and decisions lawful directives of Farmmithe Board of Directors and the Executive Committee in the advancement of the best interests of the Company; (v) comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to Executive’s position(s), including but not limited to Tiptree’s Code of Business Conduct and Ethics, Code of Ethical Conduct and Securities Trading Policy (and any similar policy maintained by the Company), each as in effect from time to time; and (vi) not engage in any other activity that conflicts with Executive’s duties hereunder. (d) Notwithstanding Section 3.3(c) or anything herein to the contrary, Executive may (i) serve on the boards of directors of non-profit organizations and, with the prior written approval of the Board of Directors, other for profit companies; (ii) participate in charitable, civic, educational, professional, community or industry affairs; and (iii) all policiesmanage Executive’s passive personal investments so long as such activities individually or in the aggregate do not interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. Without limiting the foregoing, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges Executive understands and agrees that Farmmi may amend or update at any time during Executive’s employment hereunder, Employer may, in its employee handbooks or policy manuals from time reasonable discretion, require that Executive cease engaging in any activity if Employer deems that Executive’s participation in such activity interferes in any way with Executive’s ability to time by written notice to Employeeperform Executive’s duties for the Company. (de) During his employment with Farmmi, Employee shall devote his full time, attentionExecutive represents and warrants that the execution and delivery by Executive of this Agreement do not, and best efforts to the operations performance by Executive of Farmmi and the fulfillment of his duties. Employee agrees thatExecutive’s obligations hereunder will not: (i) violate any judgment, during his employment with Farmmiwrit, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerinjunction, or otherwise and whether or not done for compensationorder of any court, gainarbitrator, or other financial governmental agency applicable to Executive; or economic advantage(ii) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Executive is a party or by which Executive is or may be bound.

Duties. During the Employment Period, the Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities of the Executive’s positions and shall render such services on the terms set forth herein. 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 responsibilities of the Executive as an Executive Vice President, notwithstanding the specific title set forth in Section 1.1 hereof, based upon the Company’s needs from time to time. Except for sick leave, reasonable vacations and excused leaves of absence, the Executive shall, throughout the Employment Period, devote substantially all the Executive’s working time, attention, knowledge and skills faithfully, and to the 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 the Company and its subsidiaries and Affiliates (as defined in Section 5.4(a) hereof) and, except where the Company provides its written consent otherwise, shall maintain the Executive’s principal residence within 75 miles of the principal office of the Company as of the Effective Date. Notwithstanding the foregoing, the Executive is permitted, to the extent such 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, (as defined in Section 5.4(b)), to (a) During 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 term Company’s rules, regulations, policies and codes of his employment under this Agreement, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi ethics and/or conduct applicable to its employees generally and in effect from time to time without violating the terms of this Agreement and shall include: (ib) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all such rules, orders, regulations, policies, practices codes of ethics and/or conduct, directions and decisions restrictions as the Board of Farmmi, Directors of the Company (ivthe “Board”) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering reasonably establish or approve for senior executive officers of the same to Farmmi whenever and however directed to do soCompany. (b) In performing his duties, Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. (a) The Company does hereby hire, engage, and employ Executive as the Chairman and Chief Executive Officer of the Company, and Executive does hereby accept and agree to such hiring, engagement, and employment. During the term Period of his employment under Employment (as defined in Section 3), Executive shall serve the Company in such positions fully, diligently, competently, and in conformity with the provisions of this Agreement, Employee will perform his duties hereunder at directives of the Board of Directors of the Company (the “Board”), and the corporate policies of the Company as they presently exist, and as such time or times as Farmmi may reasonably request. Employee’s duties policies may be varied by Farmmi from time to time without violating amended, modified, changed, or adopted during the terms Period of this Agreement and shall include: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireEmployment, and (v) fully accounting for all monies Executive shall have duties and other property authority consistent with Executive’s position as Chairman and Chief Executive Officer. If requested by the Company, Executive shall also serve as a member of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do soBoard committees without additional compensation. (b) In performing Throughout the Period of Employment, Executive shall devote his dutiesfull time, Employee 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, (ii) act as a director of any corporations or organizations outside the Company, not to exceed five (5) in number, and receive compensation therefor, and (iii) 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 13 and 14, and further provided that Executive shall not undertake serve as a director of any action inconsistent with or harmful other publicly traded entity without informing the Compensation Committee of the Board prior to the best interests commencement of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local lawsuch service. (c) In performing Executive shall exercise due diligence and care in the performance of his duties, Employee shall be familiar with duties for and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions fulfillment of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time his obligations to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeethe Company under this Agreement. (d) 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 Executive’s duties hereunder and consistent with his employment with Farmmi, Employee shall devote his full time, attention, position as the President and best efforts Chief Executive Officer of the Company. (e) Executive hereby represents to the operations Company that the execution and delivery of Farmmi this Agreement by Executive and the fulfillment Company and the performance by Executive of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his Executive’s duties with the highest degree of care. During his employment with Farmmi, Employee hereunder shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officerconstitute a breach of, or otherwise and whether or not done for compensationcontravene, gain, the terms of any employment or other financial agreement or economic advantagepolicy to which Executive is a party or otherwise bound.

Duties. (a) During The Employee is employed as President and Chief Executive Officer of the term Home Video Subsidiary and as an Executive Vice President of his employment under this Agreement, Employee will perform his Employer. His duties hereunder at shall be consistent with the responsibilities of such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi from time to time without violating the terms of this Agreement offices and shall include: (i) devoting his best efforts include oversight of all of the Home Video Subsidiary's day-to-day operations and his entire business time activities. Employee shall perform such other reasonable activities related to further properly such offices as are assigned to him by the interests and revenues Company's Chairman of Farmmi the Board, President or its Board of Directors. Subject to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities reasonable travel requirements on behalf of Farmmithe Company and Home Video Subsidiary, (iii) complying Employee's duties shall be performed at an office in New York City. The Company shall consult with all rules, orders, regulations, policies, practices and decisions Employee regarding the location of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies and other property of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) such office. In performing his duties, Employee shall not undertake any action inconsistent with or harmful to attend such festivals and markets as are reasonably necessary and desirable in the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policies, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment performance of his duties. Employee agrees that, during his employment with Farmmi, he will exercise Notwithstanding anything to the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmicontrary contained herein, Employee shall not directly be entitled to incur any expenses in excess of $10,000 on behalf of the Home Video Subsidiary or indirectly engage the Company without the prior written approval of the Company's President; provided, however, that so long as the film that the Employee seeks to acquire does not glorify drugs or contain excessive violence, after consulting with the Company's President but without being required to obtain the approval of the Company of its President, the Employee shall have the right to enter into agreements for the acquisition of titles for domestic home video rental distribution for an advance or purchase price of not more that $100,000 per title and aggregating not more that $300,000 for all unreleased films at any one time. Subject to the foregoing, Employee shall have complete creative control in connection with the acquisition and marketing of all titles for the domestic home video rental market." 6. The second sentence of Section 7 of the Employment Agreement is hereby amended to read in its entirety a follows: "Employee shall not be required to account to the Company for any other business activity, whether such expenses." 7. Sections 10 (a) and (b) of the Employment Agreement are hereby amended to read in their entirety as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.follows:

Duties. (a) a. During your employment hereunder, you will serve as the term Chief Executive Officer and President of his employment under this Agreementthe Company. You will have such duties and responsibilities, Employee will perform his duties hereunder at such time consistent with past practice, as are customary for the position of Chief Executive Officer and President and any other duties, responsibilities, or times as Farmmi may reasonably request. Employee’s duties offices you may be varied reasonably assigned by Farmmi from the Board of Directors of the Company (the “Board”). You shall report to and be supervised by the Board. b. During your employment hereunder, you will devote substantially all your attention and time during normal business hours to time without violating the terms business and affairs of this Agreement the Company and will use your reasonable best efforts to perform faithfully and efficiently the duties and responsibilities of your positions and to accomplish the goals and objectives of the Company as may be established by the Board. Notwithstanding the foregoing, you may engage in the following activities (and shall includebe entitled to retain all economic benefits thereof, including fees paid in connection therewith) as long as they do not interfere in any material respect with the performance of the your duties and responsibilities hereunder: (i) devoting his best efforts and his entire business time to further properly the interests and revenues of Farmmi to the satisfaction of Farmmiserve on corporate, (ii) being subject to Farmmi’s direction and control at all times with respect to his activities on behalf of Farmmicivic, (iii) complying with all rulesreligious, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may require, and (v) fully accounting for all monies educational and/or charitable and other property of Farmmi of which he may from time to time have custody and delivering non-profit organizations boards or committees, provided that the same to Farmmi whenever and however directed to do so. (b) In performing his duties, Employee you shall not undertake serve on any action inconsistent with board or harmful to the best interests committee of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent any corporation or other business that directly or indirectly competes with the overall goals and objectives of Farmmi and applicable federal, state, and local law. (c) In performing his duties, Employee shall be familiar with and shall comply with: (i) all applicable federal, state, and local laws and regulationsCompany; (ii) the policies make investments in businesses or enterprises and decisions of Farmmi’s Board of Directorsmanage your personal investments; and (iii) any other activity approved in writing by the Compensation Committee of the Board (the “Compensation Committee”); provided that with respect to such activities, you shall comply with all policiesbusiness conduct and ethics policies applicable to employees of the Company. c. During your employment hereunder, proceduresthe Company agrees to nominate you to serve as a member of the Board, and requirements enacted by Farmmi’s Board you agree to serve in such capacity for no additional compensation other than as provided hereunder. Upon the termination of Directorsyour employment hereunder for any reason, you agree to resign as a member of the Board, and from any other positions you may then hold with the Company or any of its subsidiaries or affiliates, and that you will execute such documents and take such other action, if any, as they may be amended from time requested by the Company to time. Employee agrees give effect to adhere to and support Farmmi’s policies and practices as set forth in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employeesuch resignation. (d) During his employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantage.

Duties. Executive shall render exclusive, full-time services to the Company. Executive shall report to the Chief Executive Officer (a“CEO”) During the term of his employment in Executive’s role. Executive shall perform services under this AgreementAgreement primarily from a remote location, Employee will perform his duties hereunder at such time or times as Farmmi may reasonably request. Employee’s duties may be varied by Farmmi and from time to time without violating at such other locations as may be necessary or as otherwise reasonably requested by the terms Company. Executive will render such business and professional services in the performance of this Agreement and Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned by the Chief Executive Officer (“CEO”). Executive shall include: (i) devoting his devote Executive’s best efforts and his entire 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 to further properly in the interests and revenues CEO’s discretion, provided that in the event of Farmmi to the satisfaction of Farmmi, (ii) being subject to Farmmi’s direction and control at all times such rescission Executive shall be permitted reasonable time for orderly withdrawal from any board with respect to his activities on behalf which such consent has been rescinded. The Company hereby consents to Executive’s continuing academic appointment at Stanford University School of Farmmi, (iii) complying with all rules, orders, regulations, policies, practices and decisions of Farmmi, (iv) truthfully and accurately maintaining and preserving all records and making all reports as Farmmi may requireMedicine, and to his attending (vpro ▇▇▇▇) fully accounting for all monies in clinic twice per month (the 1st and other property 3rd Fridays of Farmmi of which he may from time to time have custody and delivering the same to Farmmi whenever and however directed to do so. (b) In performing his dutiesevery month), Employee shall not undertake any action inconsistent with or harmful to the best interests of Farmmi. Employee shall perform his duties and responsibilities in a professional manner and consistent with the overall goals understanding that with sufficient notice the clinic days can be moved as needed in order to meet critical needs of the Company. The Company also consents to Executive’s continuing service on the advisory boards of Bone Health Technologies and objectives of Farmmi and applicable federal, stateAmerican Bone Health, and local law. (c) In performing to consult in his dutiesown time for Spruce Biosciences, Employee shall be familiar with and shall comply with: (i) all applicable federal, stateCalcilytix, and local laws and regulations; (ii) the policies and decisions of Farmmi’s Board of Directors; and (iii) all policiesReneo Pharma. By signing this Agreement, procedures, and requirements enacted by Farmmi’s Board of Directors, as they may be amended from time Executive represents that Executive is not subject to time. Employee agrees to adhere to and support Farmmi’s policies and practices as set forth any other contract or duty that would interfere in any employee handbook or policy manual. Employee acknowledges and agrees that Farmmi may amend or update its employee handbooks or policy manuals from time to time by written notice to Employee. (d) During his way with Executive’s employment with Farmmi, Employee shall devote his full time, attention, and best efforts to the operations Company or performance of Farmmi and the fulfillment of his duties. Employee agrees that, during his employment with Farmmi, he will exercise the highest degree of loyalty and will conduct his duties with the highest degree of care. During his employment with Farmmi, Employee shall not directly or indirectly engage in any other business activity, whether as an employee, employer, consultant, principal, officer, or otherwise and whether or not done for compensation, gain, or other financial or economic advantagehereunder.